Common use of Basis for Determining Interest Rate Inadequate or Unfair Clause in Contracts

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Agent is advised by the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Bank Parties, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Eurodollar Borrowing the Administrative Agent is advised by or the Reference Required Banks determine in good faith that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent Period or that the Adjusted London Interbank Offered Eurodollar Rate as determined by the Agent for such Interest Period will not adequately and fairly reflect the cost to the Banks or the Required Banks, as the case may be, of making, funding or maintaining such Banks of funding their Euro-Dollar Loans Eurodollar Borrowing for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loansmake, continue, or to continue or convert outstanding Loans as or into Euro-Dollar Loansinto, Eurodollar Loans in Dollars shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless In such event, unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Eurodollar Business Days before Day before, but excluding, the date of any Euro-Dollar Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank InterBank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their the Euro-Dollar Loans Advances for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar LoansAdvances specified in such notice, or to continue permit continuations or convert outstanding Loans as or conversions into Euro-Dollar LoansAdvances, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic (2) Euro-Dollar Business Days before the date of any Borrowing of Euro-Dollar Borrowing Advances for which a Notice of Borrowing has previously been given given, or continuation or conversion into such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or such Euro-Dollar Advance shall be converted to a Base Rate Advance.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingFixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the Required case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks having 66-2/3% or more of the Required Banks aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Loan the Agent is advised by the Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Reference Banks generally available in the relevant London interbank market for such Interest Period, or (b) the Required Banks advise the Agent period or that the Adjusted London Interbank Offered Rate as cannot be determined by in accordance with the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Perioddefinition thereof, the Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Base Rate Loans as or into Euro-Dollar Loans, Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended and suspended, (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless , and (iii) unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Agent is advised by the Reference Banks reasonably and in good faith determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent that the Adjusted London Interbank Offered Rate Rate, as reasonably determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on suspended. After the last day of Agent has provided notice to the then current Interest Period applicable thereto. Unless Borrower in connection with this Section 8.01, unless the Borrower notifies the Agent at least two Domestic Business Days on or before the date of any such relevant Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Borrowing consisting of Euro-Dollar BorrowingLoans: (a) the Administrative Agent is advised by the Reference Banks Required Lenders that deposits in Dollars (and in the applicable amounts) required amounts are not being offered to the Reference Banks Lenders in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Borrowing consisting of Euro-Dollar Borrowing Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Borrowing or Money Market IBOR Loan the Administrative Agent is advised by the Reference Banks determines in good faith that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and suspended. In such event, (iia) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (i) any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) any Money Market IBOR Borrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market IBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (b) any Notice of Borrowing for a Euro-Dollar Borrowing denominated in an Alternate Currency shall be ineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Reference Banks financial institutions in general in the relevant market for such Interest Period, or (b) Lenders having 66-2/3% or more of the Required Banks aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Borrowing of Euro-Dollar BorrowingLoans: (a) the Administrative Agent is advised by the Reference Banks Required Lenders that deposits in Dollars (and in the applicable amounts) required amounts are not being offered to the Reference Banks Lenders in the relevant market for such Interest Period, or (b) in the Required Banks case of a Committed Borrowing, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Euro-Dollar Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Borrowing of Euro-Dollar Borrowing Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Borrowing or Money Market IBOR Loan the Administrative Agent is advised by the Reference Banks determines in good faith that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and suspended. In such event (iia) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Dollar Business Days before Day before, but excluding, the date of (i) any Euro-Dollar Borrowing for Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) any Money Market IBOR Borrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market IBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (b) any Notice of Borrowing for a Euro-Dollar Borrowing denominated in an Alternate Currency shall be ineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Currency Borrowing the Administrative Agent is advised by or the Reference Required Banks determine in good faith that deposits in Dollars or the applicable Alternate Currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent Period or that the Adjusted London Interbank Offered Euro-Currency Rate as determined by the Agent for such Interest Period will not adequately and fairly reflect the cost to the Banks or the Required Banks, as the case may be, of making, funding or maintaining such Banks of funding their Euro-Dollar Loans Currency Borrowing for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make make, continue, or convert Loans into, Euro-Dollar LoansCurrency Loans in Dollars or the applicable Alternate Currency, or to continue or convert outstanding Loans as or into Euro-Dollar Loansthe case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless In such event, unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Currency Business Days before Day before, but excluding, the date of any Euro-Dollar Currency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar the relevant Euro‑Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist (which the Administrative Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, any Euro‑Dollar Loan specified in such notice shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two 2 Domestic Business Days before the date of any Euro-Dollar Borrowing of such Euro‑Dollar Loan for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks having 66 2/3% or more of the Required Banks aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Loans Lenders having at least 50% in aggregate amount of the Agent is advised by the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks reasonably determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank InterBank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their the Euro-Dollar Loans Advances for such Interest Period, the Administrative Agent shall forthwith give written notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar LoansAdvances specified in such notice, or to continue permit continuations or convert outstanding Loans as or conversions into Euro-Dollar LoansAdvances, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic (2) Euro-Dollar Business Days before the date of any Borrowing of Euro-Dollar Borrowing Advances for which a Notice of Borrowing has previously been given given, or continuation or conversion into such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or such Euro-Dollar Advance shall be converted to a Base Rate Advance.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest PeriodPeriod (and Required Banks have not advised the Administrative Agent in writing to the contrary), or (b) Banks having 50% or more of the Required Banks aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Euro-Dollar Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their the relevant Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist (which the Administrative Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding any Euro-Dollar Loan specified in such notice shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic 2 Business Days before the date of any Borrowing of such Euro-Dollar Borrowing Loan for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar LIBOR Borrowing: (a) the Administrative Agent is advised by the Reference Banks ▇▇▇▇▇ Fargo that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Reference Banks ▇▇▇▇▇ Fargo in the relevant market for such Interest Period, or (b) Lenders having 51% or more of the Required Banks aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar LIBOR Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding LIBOR Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, any such LIBOR Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Loans Lenders having at least 50% in aggregate amount of the Agent is advised by the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by determines that adequate and fair means do not exist for determining the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market Euro-Dollar Rate for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Euro-Dollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Currency Borrowing the Administrative Agent is advised by or the Reference Required Banks determine in good faith that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent Period or that the Adjusted London Interbank Offered Euro-Currency Rate as determined by the Agent for such Interest Period will not adequately and fairly reflect the cost to the Banks or the Required Banks, as the case may be, of making, funding or maintaining such Banks of funding their Euro-Dollar Loans Currency Borrowing for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make make, continue, or convert Loans into, Euro-Dollar Loans, or to continue or convert outstanding Currency Loans as or into Euro-Dollar Loans, in Dollars shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless In such event, unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Currency Business Days before Day before, but excluding, the date of any Euro-Dollar Currency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Reference Banks Required Lenders that deposits in Dollars (and in the applicable amounts) required amounts are not being offered to the Reference Banks Lenders in the relevant market for such Interest Period, or (b) Lenders having 50% or more of the Required Banks aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Euro-Dollar Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Euro-Dollar Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by determines that adequate and fair means do not exist for determining the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market Euro-Dollar Rate for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Euro-Dollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Term SOFR Loans Lenders having at least 50% in aggregate amount of the Agent is advised by the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Term SOFR, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Term SOFR Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, Term SOFR Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Term SOFR Loans shall be suspended and (ii) each outstanding Euro-Dollar Term SOFR Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such affected Borrowing is a Term SOFR Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If If, on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Reference Majority Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Reference such Banks in the relevant market for such principal amount and Interest Period, ; or (b) Banks having 50% or more of the Required Banks Aggregate Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate an ABR Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank InterBank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their the Euro-Dollar Loans Advances for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar LoansAdvances specified in such notice, or to continue permit continuations or convert outstanding Loans as or conversions into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic 2 Euro-Dollar Business Days before the date of any Borrowing of Euro-Dollar Borrowing Loans for which a Notice of Borrowing has previously been given given, or continuation or conversion into such Euro-Dollar Loans for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or such Euro-Dollar Loan shall be converted to a Base Rate Loan.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Agent is advised by the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the LIBOR Rate Borrowing Required Banks advise the Administrative Agent that the Adjusted London Interbank Offered Rate LIBOR Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar LIBOR Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, LIBOR Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, LIBOR Loans shall be suspended and suspended, (ii) each outstanding Euro-Dollar LIBOR Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless , and (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar LIBOR Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing date shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowingapplicable to a Borrowing to be made as a Libor Loan: (a) the Agent is advised by the Reference Banks determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks ▇▇▇▇▇▇▇ advise the Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Agent will not adequately and fairly reflect the cost to such Banks Lender of funding their Euro-Dollar Loans the relevant Libor for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding the Libor Loans as or into Euro-Dollar Loans, specified in such notice shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Agent at least two Domestic (2) Business Days before the date of any Euro-Dollar Borrowing of such Libor Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Prime Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks Required Lenders that deposits in Dollars (and in the applicable amounts) required amounts are not being offered to the Reference Banks Lenders in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate Euro-Dollar Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Borrowing or TIBOR Borrowing the Administrative Agent is advised by the Reference Banks determines in good faith that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, Loans or to continue or convert outstanding TIBOR Loans as or into Euro-Dollar Loans, shall be suspended and clause (iiiii) each outstanding Euro-Dollar Loan shall be converted into a of the definition of Base Rate Loan on the last day of the then current Interest Period applicable theretoshall not be given any effect. Unless In such event unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Dollar Business Days before Day before, but excluding, the date of any Euro-Dollar or TIBOR Borrowing for Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing, and any Notice of Borrowing for a Euro-Dollar Borrowing denominated in an Alternate Currency shall be ineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: Period: (a) the Administrative Agent is advised by the Reference Banks reasonably and in good faith determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurodollar Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar LoansEurodollar Loans specified in such notice, or to continue permit continuations or convert outstanding Loans as or conversions into Euro-Dollar Eurodollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing of Eurodollar Loans for which a Notice of Borrowing has previously been given given, or continuation or conversion into such Eurodollar Loans for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or such Eurodollar Loan shall be converted to a Base Rate Loan, as applicable.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Calculation Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Reference Banks determines that deposits in Dollars U.S. dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or Calculation Period or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate LIBOR, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar of LIR Loans for such Interest Calculation Period, the then, Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding LIR Loans as or into Euro-Dollar Loans, specified in such notice shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Upon notification from Administrative Agent pursuant to this Section 11.1, unless Borrower notifies the Administrative Agent at least two Domestic one Business Days Day before the date of any Euro-Dollar Borrowing borrowing of LIR Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing borrowing shall instead be made as a Base Rate Borrowingborrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If If, on or prior to the first day of any Interest Period for any Euro-Dollar LIBOR Borrowing or EURIBOR Borrowing: (a) the Administrative Agent is advised by the Reference Majority Banks that deposits in Dollars or Euros, as applicable (in each case, in the applicable amounts) are not being offered to the Reference such Banks in the relevant market for such principal amount and Interest Period, ; or (b) Banks having 50% or more of the Required Banks aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate or EURIBO Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar LIBOR Loans or EURIBOR Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar LIBOR Loans or EURIBOR Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loansapplicable, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the relevant Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar LIBOR Borrowing or EURIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such LIBOR Borrowing shall instead be made as an ABR Borrowing and such EURIBOR Borrowing shall instead be made as a Base Euro Reference Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks Required Lenders that deposits in Dollars (and in the applicable amounts) required amounts are not being offered to the Reference Banks Lenders in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate Euro-Dollar Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Eurodollar Borrowing: (a) the Administrative Agent is advised by determines that adequate and reasonable means do not exist for ascertaining the Reference Banks that deposits London Interbank Offered Rate to be used in Dollars (in determining the interest rate applicable amounts) are not being offered to the Reference Banks in the relevant market for Loans comprising such Interest Period, Borrowing; or (b) the Required Banks advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Eurodollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Eurodollar Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on suspended. If the last day obligations of the then current Interest Period applicable thereto. Unless Banks to make Eurodollar Loans have been suspended pursuant to this Section 8.01, unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing of Eurodollar Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Eurodollar Rate Borrowing: (a) the Administrative Agent is advised by the Eurodollar Reference Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Banks in the relevant market for such Interest Period, or (b) any Lender advises the Required Banks advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lender of funding their Euro-Dollar Loans its Eurodollar Rate Advance, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Eurodollar Rate Advances shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Eurodollar Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Advance Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Borrowing or Money Market IBOR Loan the Administrative Agent is advised by the Reference Banks determines in good faith that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless In such event unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Dollar Business Days before Day before, but excluding, the date of (i) any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) any Money Market IBOR Borrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market IBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Loans, Banks having 50% or more of the Agent is advised by aggregate amount of the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks reasonably determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank InterBank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their the Euro-Dollar Loans Advances for such Interest Period, the Administrative Agent shall forthwith give written notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar LoansAdvances specified in such notice, or to continue permit continuations or convert outstanding Loans as or conversions into Euro-Dollar LoansAdvances, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic (2) Euro-Dollar Business Days before the date of any Borrowing or Swing Borrowing of Euro-Dollar Borrowing Advances for which a Notice of Borrowing has previously been given given, or continuation or conversion into such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing or Swing Borrowing shall instead be made as a Base Rate Borrowing, or such Euro-Dollar Advance shall be converted to a Base Rate Advance.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingEurocurrency Loan: (a) the Administrative Agent is advised by the Reference Banks Required Lenders that deposits (whether in Dollars (or an Alternative Currency) in the applicable amounts) required amounts are not being offered to the Reference Banks Lenders in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate Eurocurrency Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurocurrency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Eurocurrency Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing of a Eurocurrency Loan for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Company pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Eurodollar Borrowing: (a) the Agent is advised by the Reference Required Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Agent that the Adjusted London Interbank Offered Eurodollar Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Eurodollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Bank Parties, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties to make Euro-Dollar Eurodollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Eurodollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank InterBank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their the Euro-Dollar Loans Advances for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar LoansAdvances specified in such notice, or to continue permit continuations or convert outstanding Loans as or conversions into Euro-Dollar LoansAdvances, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic (2) Euro-Dollar Business Days before the date of any Borrowing or Swing Borrowing of Euro-Dollar Borrowing Advances for which a Notice of Borrowing has previously been given given, or continuation or conversion into such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing or Swing Borrowing shall instead be made as a Base Rate Borrowing, or such Euro-Dollar Advance shall be converted to a Base Rate Advance.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) , Banks having 66-2/3% or more of the Agent is advised by aggregate amount of the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Lenders advise the Administrative Agent that the Adjusted London Interbank InterBank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their the Euro-Dollar Loans Advances for such Interest Period, so as to allow them to maintain the same yield as they earned at the time this Agreement was executed, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar LoansAdvances specified in such notice, or to continue permit continuations or convert outstanding Loans as or conversions into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic 2 Euro-Dollar Business Days before the date of any Borrowing of Euro-Dollar Borrowing Loans for which a Notice of Borrowing has previously been given given, or continuation or conversion into such Euro-Dollar Loans for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or such Euro-Dollar Loan shall be converted to a Base Rate Loan.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingPeriod: (a) the Administrative Agent is advised by the Reference Banks determines that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans the Advances for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Advances shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least two Domestic 2 Euro-Dollar Business Days before the date of any Euro-Dollar Borrowing for which a Borrower Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant London interbank market for such Interest Period, or (b) Banks having 50% or more of the Required Banks aggregate amount of the Commitments advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Bank PartiesBanks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Loans Lenders having at least 50% in aggregate amount of the Agent is advised by the Reference Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Bank PartiesLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Bank Parties Lenders to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.