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 Upon telephonic notice by Borrower to Bank, Borrower may elect to have all or any portion of the Borrowings in a minimum amount of $500,000.00 per election bear interest at the per annum rate equal to two hundred basis points (200) in excess of the LIBOR Rate (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 and the effective date of the LIBOR interest period. Borrower's right to make a LIBOR Rate 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 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 find 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 Borrower, commencing immediately after the end declare Bank's obligations in respect of the then current Interest Period, bear interest at the Reference LIBOR 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 terminated forthwith, and (ii) the LIBOR Loan Rate with respect to Bank shall forthwith cease to be reinstatedin effect, and interest shall from and after such date be calculated at Prime Rate, unless Borrower shall thereafter elect one or more other Interest Rate Election.

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 (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 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 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 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 (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 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.

LIBOR Rate. Anything herein The LIBOR Rate shall be subject to the contrary notwithstandingfollowing terms and requirements: (i) The interest period during which the LIBOR Rate will be in effect will be seven days, ifone or three months, as requested by the Borrower. The first day of the interest period must be a day other than a Saturday or a Sunday on which banks are open for business in New York and London and dealing in offshore dollars (a "LIBOR Banking Day"). The last day of the interest period and the actual number of days during the interest period will be determined by the Bank using the practices of the London inter-bank market. (ii) Borrower may not elect more than five (5) Term Loan portions bearing interest at the LIBOR Rate. (iii) The Borrower shall irrevocably request a LIBOR Rate no later than 12:00 noon Chicago time on the LIBOR Banking Day preceding the day on which the London Inter-Bank Offered Rate will be set, as specified above. For example, if there are no intervening holidays or prior weekend days in any of the relevant locations, the request must be made at least three days before the LIBOR Rate takes effect. (iv) The Bank will have no obligation to accept an election for a LIBOR Rate if any of the following described events has occurred and is continuing: (A) Dollar deposits in the principal amount, and for a period equal to the determination interest period, of any a 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 are not available 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 hereinLondon inter-bank market; or (bB) any Lender determines that the LIBOR Rate does not accurately reflect the cost of a Term Loan bearing interest at the LIBOR Rate. (v) Each prepayment of a portion of the Term Loan bearing interest by reference to the LIBOR Rate (a "Portion"), whether voluntary, by reason of circumstances affecting acceleration or otherwise, will be accompanied by the London interbank market amount of accrued interest on the relevant rates amount prepaid and a prepayment fee as described below. A "prepayment" is a payment of interest referred to in an amount on a date earlier than the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan scheduled payment date 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 amount 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 required by this Section 2.2.5, whereupon Borrower’s right to cause the Loan or any portion thereof to be a LIBOR Loan shall be reinstatedAgreement.

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 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 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 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 Subject to the contrary notwithstandinglimitations herein, ifBorrower may elect a LIBOR Rate in lieu of the Prime Rate by telephonic notice to Bank to be confirmed in writing (a "Notice of LIBOR Rate") by delivering to Bank a confirmation letter in form and upon the terms of Exhibit "G" within three (3) Business Days of the date on which the charging of the LIBOR Rate is to commence, on specifying the commencement date and duration of the period (the Interest Period) during which the LIBOR Rate is to be charged, and the amount of the Principal LOC Debt or prior the Principal Term Debt, as applicable, to be covered by the LIBOR Rate (which shall be in an amount not less than Five Hundred Thousand Dollars ($500,000) and equal to an integral multiple One Hundred Thousand Dollars ($100,000)). At the expiration of any Interest Period wherein the LIBOR Rate is in effect, the interest rate for the Principal LOC Debt or Principal Term Debt, as applicable, previously covered by the LIBOR Rate shall revert to the determination Prime Rate. If any change in applicable law or in the interpretation or administration thereof by any Tribunal (whether or not having the force of law) shall impose, modify, or deem applicable any reserve requirement of the Board of Governors of the Federal Reserve System, or any Tax, duty, or charge of any character is imposed on any portion of the Total Principal Debt hereunder subject to a LIBOR Base Rate Rate, or BBA LIBOR Daily Floating Rate for any Interest Period, (a) any Lender reasonably determines that quotations of interest rates for the relevant other reserve, special deposit, Tax, duty, charge, or similar requirement against assets of, deposits referred to in the definition of “LIBOR Base Rate” or “BBA LIBOR Daily Floating Rate” are not being provided in the relevant amounts with or for the relevant maturities for purposes of determining rates of interest for account of, or credit extended by, Bank, hereof, or shall impose on Bank 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 other condition affecting the London interbank market Notes or any Total Principal Debt hereunder subject to a LIBOR Rate and the relevant rates result of interest referred to in any of the definition of “LIBOR Base Rate” upon the basis of which the rate of interest for the LIBOR Loan for such Interest Period foregoing is to be determined are not likely to adequately to cover increase the cost to such Lender Bank of making or maintaining the Total Principal Debt hereunder subject to a LIBOR Loan Rate, then Borrower shall pay to Bank on demand as additional interest such additional cost. A certificate of Bank setting forth the basis for the determination of such Interest Period; then such Lender amount necessary to compensate Bank as aforesaid shall give be delivered to Borrower and Agent prompt notice thereof and, so long as such condition remains in effect, such Lender shall be under no obligation conclusive as 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 determination and such 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 reinstatedabsent manifest error.

LIBOR Rate. Anything herein “LIBOR Rate” shall mean the Banks’s LIBOR Rate which is that rate determined by Bank’s Treasury Desk to be the Interbank lending rate for a period equal to the contrary notwithstanding, if, applicable LIBOR Interest Period which appears on or the Bloomberg Screen B TMM Page under the heading “LIBOR Fix” as of 11:00 am (London Time) on the second Business Day prior to the determination first day of any LIBOR Base Rate or BBA LIBOR Daily Floating Rate such period (adjusted for any Interest Period, and all assessments, surcharges and reserve requirements). For the purposes of this Section, (a) any Lender reasonably determines that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Base RateAmount” or means each principal amount for which Borrower chooses to have the LIBOR Rate apply for any specified LIBOR Interest Period, and (b) “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 Interest Period" means, for any LIBOR Fixed Rate Tranche(sAmount, a period of one month; provided, however, that: (i) or the first day of a 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 must be determined are not likely to adequately to cover a Business Day; (ii) no LIBOR Interest Period shall extend beyond 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 maturity date of the Loan under which the LIBOR Amount was made; (iii) no LIBOR Interest Period shall extend beyond the scheduled payment date of any principal payment required by the Loan under which the LIBOR Amount was made; (iv) any LIBOR Interest Period that would otherwise expire on a day that is already outstanding as not a Business Day shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such LIBOR LoanInterest Period into another calendar month, such portion shall, commencing in which event the LIBOR Interest Period shall end on the immediately after preceding Business Day; and (v) any LIBOR Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of the then current such LIBOR Interest Period, bear interest at ) shall end on the Reference Rate plus the Reference Rate Margin. Each such Lender shall promptly notify Borrower and Agent upon the cessation last Business Day 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 reinstatedcalendar month.

LIBOR Rate. Anything herein The BORROWER may elect from time to time to have all or a portion of the outstanding principal under the Revolving Line of Credit Loan bear interest at a fixed rate equal to the contrary notwithstandingLIBOR Rate. The BORROWER may elect from time to time to have all, ifbut not less than all, on or prior of the outstanding principal under the Term Loan bear interest at a fixed rate equal to the determination of any LIBOR Base Rate or BBA Rate. BORROWER may select the LIBOR Daily Floating Rate for a LIBOR Advance under a Loan for a period of one (1) month with respect to such LIBOR Advance (but in no event beyond the Revolving Line of Credit Maturity Date). BORROWER may only elect the LIBOR Rate for an outstanding principal amount under a Loan of not less than the Minimum LIBOR Advance and for the Revolving Line of Credit Loan in increments above such amounts of not less than the Minimum LIBOR Advance Increment. BORROWER may not have more than the Maximum LIBOR Advances outstanding under the Revolving Line of Credit Loan at any Interest Period, time. BORROWER shall notify BANK in writing at least two (2) Business Days in advance of the date upon which the BORROWER desires a LIBOR Advance to be effective under a Loan. BORROWER's notice to BANK as aforesaid shall specify (a) any Lender reasonably determines that quotations of interest rates for the relevant deposits referred Loan which is to in be subject to 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 the outstanding principal amount under the Loan that by reason of circumstances affecting BORROWER desires to bear interest at the London interbank market the relevant rates of interest referred to in the definition of “LIBOR Base Rate” upon the basis of Rate selected (which the rate of interest for the LIBOR Term Loan for shall be deemed to be the entire outstanding principal amount of the Term Loan), and (c) the date such Interest Period election is to be effective (which must be a Business Day). Notwithstanding the foregoing, if as a result of any change in any foreign or United States law or regulation (or change in the interpretation thereof) it is determined are not likely by BANK that it is unlawful to adequately to cover the cost to such Lender of making or maintaining maintain 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 amountAdvance, or if any portion central bank or governmental authority (foreign or domestic) shall assert that it is unlawful to maintain a LIBOR Advance, then such LIBOR Advance shall terminate and the BORROWER shall have no further right hereunder to elect further LIBOR Advances of the Loan is already outstanding as type terminated. If for any reason a LIBOR Loan, such portion shall, commencing immediately after Advance is terminated or prepaid prior to the end of the then current Interest Period, bear interest at applicable period for which 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 LIBOR Advance is to be in effect, the BORROWER shall, upon demand by BANK, pay to BANK any amounts required to compensate BANK for any losses, costs, or expenses which it may reasonably incur as a result of such termination or prepayment, including, without limitation, any losses, costs, or expenses incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the BANK to fund or maintain such LIBOR Loan shall be reinstatedAdvance.

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 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 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 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.