Common use of LIBOR Rate Clause in Contracts

LIBOR Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost to such Lender of making or maintaining a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof and, so long as such condition remains in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion of the Loan is already outstanding as a LIBOR Loan, such portion shall, commencing immediately after the end of the then current Interest Period, bear interest at the Reference Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstated.

LIBOR Rate. Anything herein to (A) Except as provided in subsection (C) below, Revolving Loans shall accrue interest at the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period,plus Applicable Margin. (aB) The LIBOR Rate may be adjusted by Agent with respect to any Lender reasonably determines that quotations of interest rates for the relevant deposits referred on a prospective basis to in the definition of “LIBOR Base Rate” take into account any additional or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost increased costs to such Lender of making maintaining or maintaining obtaining any eurodollar deposits or increased costs, in each case, due to changes in Applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (y) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Loan Rate and the method for determining the amount of such adjustment, or (z) repay the Loans bearing interest at the LIBOR Rate with respect to which such adjustment is made. (C) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Interest Period; then Lender to fund or maintain Loans bearing interest at the LIBOR Rate or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give Borrower notice of such changed circumstances to Agent and Borrowers and Agent prompt promptly shall transmit the notice thereof and, so long as such condition remains to each other Lender and (y) in effect, the case of any outstanding Loans of such Lender bearing interest based upon the LIBOR Rate, the date specified in such Lender’s notice shall be under no obligation deemed to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion be the last day of the Loan is already outstanding as a LIBOR LoanInterest Period of such Loans, and interest upon such portion shall, commencing immediately after the end of the then current Interest Period, bear Lender’s Loans thereafter shall accrue interest at the Reference Base Rate plus the Reference Applicable Margin, and (z) such Loans shall continue to accrue interest at Base Rate Margin. Each plus the Applicable Margin until such Lender shall promptly notify Borrower and determines that it would no longer be unlawful or impractical to maintain such Loans at the LIBOR Rate. (D) Anything to the contrary contained herein notwithstanding, neither Agent upon nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedRate.”

LIBOR Rate. Anything herein Upon telephonic notice by a Borrower to Bank, Borrower may elect to have all or any portion of the Borrowings in a minimum amount of $500,000 per election bear interest at the per annum rate equal to ninety (90) basis points in excess of the LIBOR Rate (as defined below) (a “LIBOR Rate Election”). Such notice shall inform Bank of the amount of Borrowings to be subject to the contrary notwithstandingLIBOR Rate Election, ifthe LIBOR Interest Period (as defined below) and the Effective Date (as defined below) of the LIBOR Interest Period. Borrowers’ right to make a LIBOR Rate Election shall be terminated automatically if Bank, on or prior by telephonic notice, shall notify Borrowers that LIBOR deposits with a maturity corresponding to the determination maturity of any the LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for , in an amount equal to the relevant deposits referred Borrowings to be subject to the LIBOR Rate Election are not readily available in the definition of “LIBOR Base Rate” London Inter-Bank Offered Rate Market, or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that that, by reason of circumstances affecting such market, adequate and reasonable methods do not exist for ascertaining the London interbank market the relevant rates of interest referred rate applicable to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest such deposits for the proposed LIBOR Loan for such Interest Period is Period. In addition, notwithstanding anything herein contained to be determined are not likely the contrary, if, prior to adequately or during any period with respect to cover the cost to such Lender of making or maintaining which a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof and, so long as such condition remains Rate is in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amountchange in any law, regulation or official directive, or if in the interpretation thereof, by any governmental body charged with the administration thereof, shall make it unlawful for the Bank to fund or maintain its funding in Eurodollars of any portion of the Loan is already outstanding Borrowings subject to the LIBOR Rate or otherwise to give effect to Bank’s obligations as a LIBOR Loancontemplated hereby, such portion shall(i) Bank may by written notice to Borrowers, commencing immediately after the end declare Bank’s obligations in respect of the then current Interest PeriodLIBOR Rate to be terminated forthwith, bear and (ii) the LIBOR Rate with respect to Bank shall forthwith cease to be in effect, and interest shall from and after such date be calculated at the Reference Prime Rate, unless Borrowers shall thereafter make one or more other Interest Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedElections.

LIBOR Rate. Anything herein Upon telephonic notice by a Borrower to Bank, Borrower may elect to have all or any portion of the Borrowings in a minimum amount of $500,000 per election bear interest at the per annum rate equal to eighty (80) basis points in excess of the LIBOR Rate (as defined below) (a “LIBOR Rate Election”). Such notice shall inform Bank of the amount of Borrowings to be subject to the contrary notwithstandingLIBOR Rate Election, ifthe LIBOR Interest Period (as defined below) and the Effective Date (as defined below) of the LIBOR Interest Period. Borrowers’ right to make a LIBOR Rate Election shall be terminated automatically if Bank, on or prior by telephonic notice, shall notify Borrowers that LIBOR deposits with a maturity corresponding to the determination maturity of any the LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for , in an amount equal to the relevant deposits referred Borrowings to be subject to the LIBOR Rate Election are not readily available in the definition of “LIBOR Base Rate” London Inter-Bank Offered Rate Market, or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that that, by reason of circumstances affecting such market, adequate and reasonable methods do not exist for ascertaining the London interbank market the relevant rates of interest referred rate applicable to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest such deposits for the proposed LIBOR Loan for such Interest Period is Period. In addition, notwithstanding anything herein contained to be determined are not likely the contrary, if, prior to adequately or during any period with respect to cover the cost to such Lender of making or maintaining which a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof and, so long as such condition remains Rate is in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amountchange in any law, regulation or official directive, or if in the interpretation thereof, by any governmental body charged with the administration thereof, shall make it unlawful for the Bank to fund or maintain its funding in Eurodollars of any portion of the Loan is already outstanding Borrowings subject to the LIBOR Rate or otherwise to give effect to Bank’s obligations as a LIBOR Loancontemplated hereby, such portion shall(i) Bank may by written notice to Borrowers, commencing immediately after the end declare Bank’s obligations in respect of the then current Interest PeriodLIBOR Rate to be terminated forthwith, bear and (ii) the LIBOR Rate with respect to Bank shall forthwith cease to be in effect, and interest shall from and after such date be calculated at the Reference Prime Rate, unless Borrowers shall thereafter make one or more other Interest Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedElections.

LIBOR Rate. Anything herein The designation of a LIBOR Loan by the Borrower is subject to the contrary notwithstandingfollowing requirements: (i) A request for a LIBOR Loan (a “LIBOR Loan Request”) must be received by the Lender no later than 2:00 p.m. Chicago, if, on or Illinois time two (2) Business Days prior to the determination first day of the Interest Period on which such LIBOR Loan shall be advanced, shall be irrevocable, and shall state the initial Interest Period and amount of such LIBOR Loan. Each LIBOR Loan will be in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000.00) or a higher integral multiple of One Hundred Thousand and No/100 Dollars ($100,000.00). No more than five (5) separate LIBOR Loans may be outstanding at any time. A request for a LIBOR Loan received by the Lender after 2:00 p.m. Chicago, Illinois on any Business Day time will be processed and funded by the Lender on the third Business Day thereafter. (ii) If pursuant to the LIBOR Loan Request, the initial Interest Period of any LIBOR Base Rate or BBA Loan commences on any day other than the first Business Day of any month, then the initial Interest Period of such LIBOR Daily Floating Rate for any Loan shall end on the first day of the following calendar month, notwithstanding the Interest Period, (a) any Lender reasonably determines that quotations of interest rates for the relevant deposits referred to Period specified in the definition of “LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan Request, and the LIBOR Rate for such LIBOR Loan shall be equal to LIBOR for an interest period equal to the length of such partial month, plus the Applicable Margin. Thereafter, each LIBOR Loan shall automatically renew (a “LIBOR Rollover”) for the Interest Period is specified in the LIBOR Loan Request at the then current LIBOR Rate plus the Applicable Margin unless the Borrower, in a subsequent LIBOR Loan Request received by the Lender no later than 2:00 p.m. Chicago, Illinois time on the second (2nd) Business Day before the expiration of the existing Interest Period, shall elect a different Interest Period or the conversion of all or a portion of the LIBOR Loan to be determined are a Prime Loan. The Borrower may not likely to adequately to cover the cost to such Lender of making or maintaining elect a LIBOR Rate, and an Interest Period for a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof andnot automatically renew, so long as such condition remains in effect, such Lender shall with respect to any principal amount which is scheduled to be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion repaid before the last day of the Loan is already outstanding as a LIBOR Loan, such portion shall, commencing immediately after the end of the then current applicable Interest Period, and any such amounts shall bear interest at the Reference Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5Floating Rate, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstateduntil repaid.

LIBOR Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) Loan as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market market, the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost to such Lender of making or maintaining a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent Borrowers prompt notice thereof and, so long as such condition remains in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amountamounts, or if any portion of the Loan is already outstanding as a LIBOR Loan, such portion shall, commencing immediately after the end of the then current Interest Period, bear interest at the Reference Rate plus the Reference Rate MarginSpread. Each such Lender shall promptly notify Borrower and Agent Borrowers upon the cessation of any facts and circumstances which that resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to held by Lender shall be reinstated as a LIBOR Loan shall be reinstatedLoan.

LIBOR Rate. Anything herein In lieu of the interest rate related to the contrary notwithstandingReference Rate, ifBorrower may elect to have all or portions of advances under the Revolving Credit Facilities bear interest during each calendar quarter at the LIBOR Rate plus the percentage points set forth above corresponding to the ratio set forth above as of the end of the immediately preceding quarterly accounting period; and further subject to the following requirements: (i) Each LIBOR Rate Portion shall be for an amount not less than Five Hundred Thousand Dollars ($500,000). (ii) A LIBOR Rate Interest Period shall not end later than the last day of the Availability Period. (iii) Borrower shall pay interest on each LIBOR Rate Portion on the earlier of the last day of each LIBOR Rate Interest Period for such portion, on or ninety (90) days from the date of the advance of such portion. (iv) A LIBOR Rate Portion shall not be converted to a different interest rate during its LIBOR Rate Interest Period. Upon the expiration of a LIBOR Rate Interest Period, the LIBOR Rate Portion shall thereafter bear interest at the rate related to the Reference Rate unless Borrower elects a new interest rate as provided hereunder. (v) Any payment of a LIBOR Rate Portion prior to the determination last day of the LIBOR Rate Interest Period for such portion, whether voluntary, by reason of acceleration or otherwise, including any mandatory payments required under this Agreement and applied by Bank to an LIBOR Base Rate or BBA Portion, shall be accompanied by the amount of accrued interest on the amount repaid and by the amount (if any) by which (1) the additional interest which would have been payable on the amount repaid had it not been paid until the last day of its LIBOR Daily Floating Rate Interest Period exceeds, and (2) the interest which would have been recoverable by Bank by placing the amount repaid on deposit in the London inter-bank market for any a period starting on the date it was repaid and ending on the last day of the LIBOR Rate Interest Period,Period for such portion. (avi) Bank shall have no obligation to accept an election for a LIBOR Rate Portion if any Lender reasonably determines that quotations of interest rates for the relevant following described events has occurred and is continuing: (1) Dollar deposits referred to in the definition principal amount, and for periods equal to the interest period, of “a LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” Rate Portion are not being provided available in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided hereinLondon inter-bank market; or (b2) any Lender determines that by reason The LIBOR Rate does not accurately reflect the cost of circumstances affecting a LIBOR Rate Portion. (vii) Upon the London interbank market occurrence of an Event of Default, Bank may terminate the relevant rates availability of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for related to the LIBOR Loan Rate for such LIBOR Rate Interest Period is to be determined are not likely to adequately to cover Periods commencing after the cost to such Lender of making or maintaining a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof and, so long as such condition remains in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion occurrence of the Loan is already outstanding as a LIBOR Loan, such portion shall, commencing immediately after the end Event of the then current Interest Period, bear interest at the Reference Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedDefault.

LIBOR Rate. Anything herein to (A) Except as provided in subsection (C) below, Revolving Loans shall accrue interest at the contrary notwithstandingLIBOR Rate plus the Applicable Margin. (B) [Reserved]. (C) In the event that any change in market conditions or any law, ifregulation, on treaty, or prior to directive, or any change therein or in the determination interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain Loans bearing interest based upon the LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of to continue such funding or maintaining, or to determine or charge interest rates for the relevant deposits referred to in the definition of “LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for at the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost to such Lender of making or maintaining a LIBOR Loan for such Interest Period; then Rate, such Lender shall give Borrower notice of such changed circumstances to Agent and Borrowers and Agent prompt promptly shall transmit the notice thereof and, so long as such condition remains to each other Lender and (I) in effect, the case of any outstanding Loans of such Lender bearing interest based upon the LIBOR Rate, the date specified in such Lender’s notice shall be under no obligation deemed to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion be the last day of the Loan is already outstanding as a LIBOR LoanInterest Period of such Loans, and interest upon such portion shall, commencing immediately after the end of the then current Interest Period, bear Lender’s Loans thereafter shall accrue interest at the Reference Base Rate plus the Reference Applicable Margin, and (II) such Loans shall continue to accrue interest at Base Rate Margin. Each plus the Applicable Margin until such Lender shall promptly notify Borrower and determines that it would no longer be unlawful or impractical to maintain such Loans at the LIBOR Rate. (D) Anything to the contrary contained herein notwithstanding, neither Agent upon nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedRate.

LIBOR Rate. Anything herein Upon telephonic notice by a Borrower to Bank, Borrower may elect to have all or any portion of the Borrowings in a minimum amount of $500,000 per election bear interest at the per annum rate equal to one hundred thirty (130) basis points in excess of the LIBOR Rate (as defined below) (a "LIBOR Rate Election"). Such notice shall inform Bank of the amount of Borrowings to be subject to the contrary notwithstandingLIBOR Rate Election, ifthe LIBOR Interest Period (as defined below) and the Effective Date (as defined below) of the LIBOR Interest Period. Borrowers' right to make a LIBOR Rate Election shall be terminated automatically if Bank, on or prior by telephonic notice, shall notify Borrowers that LIBOR deposits with a maturity corresponding to the determination maturity of any the LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for , in an amount equal to the relevant deposits referred Borrowings to be subject to the LIBOR Rate Election are not readily available in the definition of “LIBOR Base Rate” London Inter-Bank Offered Rate Market, or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that that, by reason of circumstances affecting such market, adequate and reasonable methods do not exist for ascertaining the London interbank market the relevant rates of interest referred rate applicable to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest such deposits for the proposed LIBOR Loan for such Interest Period is Period. In addition, notwithstanding anything herein contained to be determined are not likely the contrary, if, prior to adequately or during any period with respect to cover the cost to such Lender of making or maintaining which a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof and, so long as such condition remains Rate is in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amountchange in any law, regulation or official directive, or if in the interpretation thereof, by any governmental body charged with the administration thereof, shall make it unlawful for the Bank to fund or maintain its funding in Eurodollars of any portion of the Loan is already outstanding Borrowings subject to the LIBOR Rate or otherwise to give effect to Bank's obligations as a LIBOR Loancontemplated hereby, such portion shall(i) Bank may by written notice to Borrowers, commencing immediately after the end declare Bank's obligations in respect of the then current Interest PeriodLIBOR Rate to be terminated forthwith, bear and (ii) the LIBOR Rate with respect to Bank shall forthwith cease to be in effect, and interest shall from and after such date be calculated at the Reference Prime Rate, unless Borrowers shall thereafter make one or more other Interest Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedElections.

LIBOR Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) The LIBOR Rate may be adjusted by the Administrative Agent with respect to any Lender reasonably determines that quotations on a prospective basis to take into account any additional or increased costs to such Lender of interest rates for maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to any Change in Law occurring subsequent to the relevant deposits referred commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws or changes in law with respect to Covered Taxes) and changes in the definition reserve requirements imposed by the Board of “Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest based upon the LIBOR Base Rate” . In any such event, the affected Lender shall give the Borrower and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower may, by notice to such affected Lender (I) require such Lender to furnish to the Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or “BBA (II) repay the Loans bearing interest based upon the LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; orwith respect to which such adjustment is made. (b) In the event that any Lender determines that by reason of circumstances affecting the London interbank change in market the relevant rates of interest referred to conditions or any law, regulation, treaty, or directive, or any change therein or in the definition interpretation of “LIBOR Base Rate” application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to maintain Loans bearing interest based upon the basis of which the rate of LIBOR Rate or to continue such maintaining, or to determine or charge interest for rates at the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost to such Lender of making or maintaining a LIBOR Loan for such Interest Period; then Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and the Borrower and the Administrative Agent prompt promptly shall transmit the notice thereof andto each other Lender, so long as such condition remains (i) in effect, the case of the pro rata share of the Loans held by such Lender and then outstanding, the date specified in such Lender’s notice shall be under no obligation deemed to make its Ratable Share be the last day of any the Interest Period of such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion of the Loan is already outstanding as a LIBOR LoanLoans, and interest upon such portion shall, commencing immediately after the end of the then current Interest Period, bear thereafter shall accrue interest at the Reference Base Rate plus the Reference Applicable Margin, and (ii) such portion of the Loans shall continue to accrue interest at the Base Rate Margin. Each plus the Applicable Margin until such Lender shall determines that it would no longer be unlawful or impractical to maintain such Loans at the LIBOR Rate. (c) Anything to the contrary contained herein notwithstanding, neither the Administrative Agent nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate. (d) In connection with the any replacement of the Base LIBOR Rate as contemplated in the definition thereof, the Administrative Agent will have the right to make LIBOR Replacement Conforming Changes and amendments implementing such LIBOR Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify Borrower the Credit Parties and Agent upon the cessation Lenders of (i) replacement of the Base LIBOR Rate as contemplated in the definition thereof and (ii) the effectiveness of any facts LIBOR Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent in connection with any replacement of the Base LIBOR Rate, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and circumstances which resulted any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in suspension under its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstated5.

LIBOR Rate. Anything herein Upon telephonic notice by Borrower to Bank by 12:00 noon on the Effective Date, Borrower may elect to have all or a portion of the Note in minimum amounts of $100,000 per election (provided such amounts are not then subject to an Interest Rate Election) bear interest at the per annum rate equal to two hundred seventy-five (275) basis points in excess of the LIBOR Rate (a "LIBOR Election"). Such notice shall inform Bank of the amount of the Note to be subject to the contrary notwithstandingLIBOR Election, ifthe LIBOR Interest Period and the Effective Date for the LIBOR Interest Period. Borrower's right to make a LIBOR Election shall be terminated automatically if Bank, on or prior by telephonic notice, shall notify Borrower that LIBOR deposits with a maturity corresponding to the determination maturity of any the LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for , in an amount equal to the relevant deposits referred borrowings to be subject to the LIBOR Election are not readily available in the definition of “LIBOR Base Rate” London Inter-Bank Offered Rate Market, or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that that, by reason of circumstances affecting such Market, adequate and reasonable methods do not exist for ascertaining the London interbank market the relevant rates of interest referred rate applicable to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest such deposits for the proposed LIBOR Loan for such Interest Period is Period. In addition, notwithstanding anything herein contained to be determined are not likely the contrary, if, prior to adequately or during any period with respect to cover the cost to such Lender of making or maintaining which a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof and, so long as such condition remains Election is in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amountchange in any law, regulation or official directive, or if in the interpretation thereof, by any governmental body charged with the administration thereof, shall make it unlawful for the Bank to find or maintain its funding in Eurodollars of any portion of the Loan is already outstanding Note subject to the LIBOR Election or otherwise to give effect to Bank's obligations as a LIBOR Loancontemplated hereby, such portion shall(i) Bank may, commencing immediately after the end by written notice to Borrower, declare Bank's obligations in respect of the then current Interest PeriodLIBOR Election to be terminated forthwith, bear and (ii) the LIBOR Election with respect to Bank shall forthwith cease to be in effect, and interest shall from and after such date be calculated at the Reference Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedPrime Rate.

LIBOR Rate. Anything herein The designation of a LIBOR Loan by the Borrower is subject to the contrary notwithstandingfollowing requirements: (i) A request for a LIBOR Loan (a “LIBOR Loan Request”) must be received by the Lender no later than 2:00 p.m. Chicago, if, on or Illinois time two Business Days prior to the determination first day of the Interest Period on which such LIBOR Loan shall be advanced, shall be irrevocable, and shall state the initial Interest Period and amount of such LIBOR Loan. Each LIBOR Loan will be in an amount not less than $5,000,000. No more than five (5) separate LIBOR Loans may be outstanding at any time. A request for a LIBOR Loan received by the Lender after 2:00 p.m. Chicago, Illinois on any Business Day time will be processed and funded by the Lender on the third Business Day thereafter. (ii) If pursuant to the LIBOR Loan Request, the initial Interest Period of any LIBOR Base Rate or BBA Loan commences on any day other than the first Business Day of any month, then the initial Interest Period of such LIBOR Daily Floating Rate for any Loan shall end on the first day of the following calendar month, notwithstanding the Interest Period, (a) any Lender reasonably determines that quotations of interest rates for the relevant deposits referred to Period specified in the definition of “LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan Request, and the LIBOR Rate for such LIBOR Loan shall be equal to LIBOR for an interest period equal to the length of such partial month, plus the Applicable Margin. Thereafter, each LIBOR Loan shall automatically renew (a “LIBOR Rollover”) for the Interest Period is specified in the LIBOR Loan Request at the then current LIBOR Rate plus the Applicable Margin unless the Borrower, in a subsequent LIBOR Loan Request received by the Lender no later than 2:00 p.m. Chicago, Illinois time on the second (2nd) Business Day before the expiration of the existing Interest Period, shall elect a different Interest Period or the conversion of all or a portion of the LIBOR Loan to be determined are a Prime Loan. The Borrower may not likely to adequately to cover the cost to such Lender of making or maintaining elect a LIBOR Rate, and an Interest Period for a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof andnot automatically renew, so long as such condition remains in effect, such Lender shall with respect to any principal amount which is scheduled to be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion repaid before the last day of the Loan is already outstanding as a LIBOR Loan, such portion shall, commencing immediately after the end of the then current applicable Interest Period, and any such amounts shall bear interest at the Reference Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5Interest Rate, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstateduntil repaid.

LIBOR Rate. Anything herein LIBOR Rate" shall mean, for each Borrowing Period as defined below, the annualized rate determined by The Sumitomo Bank, Limited as the rate that would be offered to The Sumitomo Bank, Limited's San Francisco or New York office for U.S. dollar deposits in the London Interbank Market as quoted for the mid-morning average LIBOR Rate published by Reuters Monitoring Systems for the particular Borrowing Period (rounded upwards, if necessary, to the contrary notwithstandingnext higher 1/16th of 1%) for deposits by The Sumitomo Bank, ifLimited of immediately available dollars in the London Interbank Market on the day two (2) Business Days preceding the first day of the term of that Borrowing Period. In the event the Reuters quote is not available, on the British Banker's Association's Interest Settlement Rate should be used. "Borrowing Period" shall mean 1, 2, 3, 6, 9, or 12 months (i) as selected by Tenant during the Interim Period as provided in SECTION 2.8 above, and (ii) as selected by Tenant from time to time during the balance of the Term at least three (3) Business Days prior to the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost to such Lender of making or maintaining a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof and, so long as such condition remains in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion of the Loan is already outstanding as a LIBOR Loan, such portion shall, commencing immediately after the end of the then current Interest Borrowing Period (provided that, if Tenant fails to so select a Borrowing Period prior to the end of the then current Borrowing Period, bear interest a Borrowing Period of one (1) month shall be deemed to have been selected by Tenant); provided, however, that (X) during the Interim Period there shall not be more than three (3) LIBOR Rates in effect at any time, and (Y) from and after the Improvements Commencement Date, there shall not be more than five (5) LIBOR Rates in effect at any time. Landlord and Tenant acknowledge that more than one LIBOR Rate may be in effect at any time during the Term with respect to portions of the outstanding Lease Investment Balance as designated by Tenant at the Reference Rate plus time that a particular Borrowing Period is designated, and the Reference Rate Margin. Each such Lender calculation of monthly Capitalized Funding Costs or Base Rent, as the case may be, shall promptly notify Borrower and Agent be based upon the cessation LIBOR Rates applicable to the portions of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedLease Investment Balance so designated.

LIBOR Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) The LIBOR Rate may be adjusted by the Administrative Agent with respect to any Lender reasonably determines that quotations on a prospective basis to take into account any additional or increased costs to such Lender of interest rates for maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to any Change in Law occurring subsequent to the relevant deposits referred commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws or changes in law with respect to Covered Taxes) and changes in the definition reserve requirements imposed by the Board of “Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest based upon the LIBOR Base Rate” . In any such event, the affected Lender shall give the Borrower and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower may, by notice to such affected Lender (I) require such Lender to furnish to the Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or “BBA (II) repay the Loans bearing interest based upon the LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; orwith respect to which such adjustment is made. (b) In the event that any Lender determines that by reason of circumstances affecting the London interbank change in market the relevant rates of interest referred to conditions or any law, regulation, treaty, or directive, or any change therein or in the definition interpretation of “LIBOR Base Rate” application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to maintain Loans bearing interest based upon the basis of which the rate of LIBOR Rate or to continue such maintaining, or to determine or charge interest for rates at the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost to such Lender of making or maintaining a LIBOR Loan for such Interest Period; then Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and the Borrower and the Administrative Agent prompt promptly shall transmit the notice thereof andto each other Lender, so long as such condition remains (i) in effect, the case of the pro rata share of the Loans held by such Lender and then outstanding, the date specified in such Lender’s notice shall be under no obligation deemed to make its Ratable Share be the last day of any the Interest Period of such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion of the Loan is already outstanding as a LIBOR LoanLoans, and interest upon such portion shall, commencing immediately after the end of the then current Interest Period, bear thereafter shall accrue interest at the Reference Base Rate plus the Reference Applicable Margin, and (ii) such portion of the Loans shall continue to accrue interest at the Base Rate Margin. Each plus the Applicable Margin until such Lender shall determines that it would no longer be unlawful or impractical to maintain such Loans at the LIBOR Rate. (c) Anything to the contrary contained herein notwithstanding, neither the Administrative Agent nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate. (d) In connection with the any replacement of the Base LIBOR Rate as contemplated in the definition thereof, the Administrative Agent will have the right to make LIBOR Replacement Conforming Changes and amendments implementing such LIBOR Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify Borrower the Credit Parties and Agent upon the cessation Lenders of (i) replacement of the Base LIBOR Rate as contemplated in the definition thereof and (ii) the effectiveness of any facts LIBOR Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent in connection with any replacement of the Base LIBOR Rate, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and circumstances which resulted any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in suspension under its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.2.55.02. Notwithstanding the foregoing, whereupon Borrower’s right the Administrative Agent will cooperate with the Borrower to cause effectuate any modification to this Agreement or the Loan or any portion thereof to be credit extensions made connection therewith (as contemplated by this Section 5.02) in a LIBOR Loan shall be reinstatedmanner that does not result in a deemed exchange of such credit extensions under Section 1001 of the Code.

LIBOR Rate. Anything herein to (A) Except as provided in subsection (c) below, Revolving Loans shall accrue interest at the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period,plus Applicable Margin. (aB) The LIBOR Rate may be adjusted by Agent with respect to any Lender reasonably determines that quotations of interest rates for the relevant deposits referred on a prospective basis to in the definition of “LIBOR Base Rate” take into account any additional or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost increased costs to such Lender of making maintaining or maintaining obtaining any eurodollar deposits or increased costs, in each case, due to changes in Applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate, limited liability, partnership or similar income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest based upon the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (y) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Loan Rate and the method for determining the amount of such adjustment, or (z) repay the Loans bearing interest based upon the LIBOR Rate with respect to which such adjustment is made. (C) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Interest Period; then Lender to fund or maintain Loans bearing interest based upon the LIBOR Rate or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give Borrower notice of such changed circumstances to Agent and Borrowers and Agent prompt promptly shall transmit the notice thereof and, so long as such condition remains to each other Lender and (y) in effect, the case of any outstanding Loans of such Lender bearing interest based upon the LIBOR Rate, the date specified in such Lender’s notice shall be under no obligation deemed to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion be the last day of the Loan is already outstanding as a LIBOR LoanInterest Period of such Loans, and interest upon such portion shall, commencing immediately after the end of the then current Interest Period, bear Lender’s Loans thereafter shall accrue interest at the Reference Base Rate plus the Reference Applicable Margin, and (z) such Loans shall continue to accrue interest at Base Rate Margin. Each plus Applicable Margin until such Lender shall promptly notify Borrower and determines that it would no longer be unlawful or impractical to maintain such Loans at the LIBOR Rate. (D) Anything to the contrary contained herein notwithstanding, neither Agent upon nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedRate.

LIBOR Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost to such Lender of making or maintaining a LIBOR Loan for such Interest Period; then such Lender shall give Borrower and Agent prompt notice thereof and, so long as such condition remains in effect, such Lender shall be under no obligation to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion of the Loan is already outstanding as a -42- LIBOR Loan, such portion shall, commencing immediately after the end of the then current Interest Period, bear interest at the Reference Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstated.

LIBOR Rate. Anything herein to (A) Except as provided in subsection (C) below, the contrary notwithstanding, if, on or prior to Term Loan shall accrue interest at the determination of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate for any Interest Period,plus Applicable Margin. (aB) The LIBOR Rate may be adjusted by Agent with respect to any Lender reasonably determines that quotations of interest rates for the relevant deposits referred on a prospective basis to in the definition of “LIBOR Base Rate” take into account any additional or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for any LIBOR Fixed Rate Tranche(s) or LIBOR Floating Rate Tranche(s) as provided herein; or (b) any Lender determines that by reason of circumstances affecting the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan for such Interest Period is to be determined are not likely to adequately to cover the cost increased costs to such Lender of making maintaining or maintaining obtaining any eurodollar deposits or increased costs, in each case, due to changes in Applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (y) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Loan Rate and the method for determining the amount of such adjustment, or (z) repay the Loans bearing interest at the LIBOR Rate with respect to which such adjustment is made. (C) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Interest Period; then Lender to fund or maintain Loans bearing interest at the LIBOR Rate or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give Borrower notice of such changed circumstances to Agent and Borrowers and Agent prompt promptly shall transmit the notice thereof and, so long as such condition remains to each other Lender and (y) in effect, the case of any outstanding Loans of such Lender bearing interest based upon the LIBOR Rate, the date specified in such Lender’s notice shall be under no obligation deemed to make its Ratable Share of any such LIBOR Loan but shall remain obligated to make its Ratable Share of a Reference Rate Loan for a corresponding amount, or if any portion be the last day of the Loan is already outstanding as a LIBOR LoanInterest Period of such Loans, and interest upon such portion shall, commencing immediately after the end of the then current Interest Period, bear Lender’s Loans thereafter shall accrue interest at the Reference Base Rate plus the Reference Applicable Margin, and (z) such Loans shall continue to accrue interest at Base Rate Margin. Each plus the Applicable Margin until such Lender shall promptly notify Borrower and determines that it would no longer be unlawful or impractical to maintain such Loans at the LIBOR Rate. (D) Anything to the contrary contained herein notwithstanding, neither Agent upon nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the cessation of any facts and circumstances which resulted in suspension under this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedRate.