Common use of Change in Circumstances Clause in Contracts

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, 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 and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" applicable currency (in Section 2.7 the applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, 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 Banks, 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 Banks to make, Continue make Euro-Dollar Loans or Convert to convert outstanding Loans into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing in U.S. Dollars, the Money Market LIBOR 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 (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market 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 Canadian Prime Rate for such day.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having holding 50% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist (which the Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. -------------------------------------------------------- If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, has determined in good faith that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Administrative Agent in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent, or any Bank making a Money Market LIBOR Loan advises the Administrative Agent that the applicable Money Market Margin quoted by such Bank, will not adequately and fairly reflect the cost to such Banks Bank of funding their its Euro-Dollar Loans or the Money Market LIBOR Loans, as applicable, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-make Euro- Dollar Loans and Money Market LIBOR Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two (2) Domestic Business Days before the date of (i) any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and Borrowing, or (ii) if such Fixed Rate Borrowing is a any Money Market LIBOR BorrowingBorrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior 10.1 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR The Banks shall have no obligation to the first day of any Interest Period for any Euro-Dollar make a new Eurocurrency Loan, to extend an outstanding Eurocurrency Loan or Money Market LIBOR Loanto convert an outstanding Loan into a Eurocurrency Loan if the Administrative Agent determines that: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations by reason of interest rates circumstances generally affecting all interbank markets for the relevant deposits referred to in the definition of "London Interbank Offered Rate" currency in Section 2.7 which the Eurocurrency Loan has been requested to be denominated (in the applicable amounts), LIBO Rates for such deposits are not being provided in offered to the relevant amounts Banks for a term equal to any Interest Period for which such new Loan, extended Loan or for converted Loan shall be requested by the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; orCompany or an Affiliate; (b) in based on notice received from the case of a Committed BorrowingRequired Banks, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such the Banks of maintaining or funding their Euro-Dollar Loans for such Interest Periodnew Loan, extended Loan or converted Loan as shall be requested by the Company or an Affiliate; (c) deposits in the applicable currency are not generally available, or cannot be obtained by the Banks, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an "Affected Foreign Currency"). Upon any such determination, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof to the Borrower Company and the BanksBanks as soon as practicable. If such notice is given (y) pursuant to clause (a) or (b) of this Section 10.1 in respect of Eurocurrency Loans denominated in United States dollars, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, then (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead any Eurocurrency Loans denominated in United States dollars requested to be made or Continued as, or Converted into, a on the first day of such Interest Period shall be made as Base Rate Borrowing and Loans, (ii) if such Fixed any Base Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including that were to have been converted on the first day of such Interest Period to but excluding Eurocurrency Loans denominated in United States dollars shall be continued as Base Rate Loans and (iii) any outstanding Eurocurrency Loans denominated in United States dollars shall be converted, on the last day of the then-current Interest Period, to Base Rate Loans and (z) in respect of any Foreign Currency Loans, then (i) any Foreign Currency Loans in an Affected Foreign Currency requested to be made on the first day of such Interest Period applicable thereto at shall not be made and (ii) any outstanding Foreign Currency Loans in an Affected Foreign Currency shall be due and payable on the first day of such Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans denominated in United States dollars or Foreign Currency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Company have the right to convert Base Rate for such dayLoans to Eurocurrency Loans denominated in United States dollars.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or UnfairSECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Euro-Dollar Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Euro-Dollar Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 5066-2/3% or more of the aggregate amount of the Commitments 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 Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Syndicated Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Bid Rate (Indexed) Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determinesis advised by the CD Reference Banks or, which determination shall be conclusive, that quotations under the circumstances contemplated by the final sentence of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" , the Euro-Dollar Reference Banks that deposits in Section 2.7 dollars (in the applicable amounts) are not being provided offered to such Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Eurocurrency Borrowing or Money Market LIBOR Swingline Loan, as applicable: (aA) the Administrative Agent determines, which determination shall be conclusive, or the Swingline Lender determines that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" applicable Syndicated Currency (in Section 2.7 the applicable amounts) or Agreed Swingline Currency, respectively, are not being provided offered in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (bB) in the case of a Committed Borrowing, Banks having more than 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Eurocurrency Reference Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Eurocurrency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (x) the obligations of (i) the Banks to make, Continue continue or Convert into Euro-Dollar convert Eurocurrency Loans in such Syndicated Currency or (ii) the Swingline Lender to make, continue or convert Swingline Loans in such Agreed Swingline Currency, as applicable, shall be suspended, and (y) if the Syndicated Currency or Agreed Swingline Currency is Dollars, each affected Loan shall be converted into a Floating Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the relevant Borrower notifies the Administrative Agent at least two (2) Domestic Business Days before the date of any Fixed Rate such Eurocurrency Borrowing for which a Notice of Borrowing Borrowing, or any such Swingline Loan for which a Notice of Swingline Loan, has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Floating Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. Unfair If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) Borrowing in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Currency Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed BorrowingBorrowing denominated in Dollars, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR 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 (iii) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, 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 and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to convert outstanding Loans into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. 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 Loan or Money Market LIBOR LoanLoans of any Class: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Lenders that quotations of interest rates for the relevant deposits referred to in dollars in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts are not being provided offered to the Reference Lenders in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having at least 50% or more of the in aggregate amount of the Commitments of such Class (or, in the case of Term Lenders after the Closing Date, holding at least 50% of the aggregate outstanding principal amount of the affected Class of Term 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 BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan of the affected Class shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining 5.1 Impossibility; Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan:. (a) If before the Administrative beginning of any Eurodollar Rate Interest Period or any CD Rate Interest Period: (i) the Agent determines, which determination shall be conclusive, is advised by either Reference Bank that quotations of interest rates for the relevant deposits referred to in Dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to such Reference Bank in the relevant amounts market for such Eurodollar Rate Interest Period or for CD Rate Interest Period, as the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; case may be, or (bii) in the case of a Committed Borrowing, Required Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurodollar Base Rate as determined by or the Administrative Agent CD Base Rate will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans maintaining, making or funding, for such Eurodollar Rate Interest Period or CD Rate Interest Period, Eurodollar Rate Loans or CD Rate Loans, as the Administrative case may be, to which such Eurodollar Rate Interest Period or CD Rate Interest Period applies, the Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations obligations, if any, of the Banks to make, Continue make Eurodollar Rate Loans or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed CD Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or ConvertLoans, as the case may be, shall be suspended. In the case of Eurodollar Rate Loans, unless the Company notifies the Agent (i) not later than 11:00 a.m. (Detroit time) on the second Business Day before the beginning of such Eurodollar Rate Interest Period that the Company elects that the Borrowing shall be a CD Rate Borrowing or (ii) not later than 3:00 p.m. (Detroit time) on the Business Day before the beginning of such Eurodollar Rate Interest Period that the Company elects not to borrow on such date, such Borrowing shall, subject to the provisions of Section 8.1, be a Floating Rate Borrowing. In the case of CD Rate Loans, unless the Company notifies the Agent not later than 3:00 p.m. (iDetroit time) if on the first Business Day before the beginning of such Fixed CD Rate Borrowing is a Committed BorrowingInterest Period that the Company elects not to borrow on such date, such Borrowing shall instead shall, subject to the provisions of Section 8.1, be made or Continued as, or Converted into, a Base Floating Rate Borrowing and (ii) if Borrowing. Promptly after the Agent receives any such Fixed Rate Borrowing is a Money Market LIBOR Borrowingnotice from the Company under this Section 5.1(a), the Money Market LIBOR Loans comprising such Borrowing Agent shall bear interest for notify each day from and including the first day to but excluding the last day Bank of the contents thereof. Any such notice from the Company shall be irrevocable once the Agent begins notifying any Bank of the contents thereof. (b) If deposits in Dollars (in the applicable amounts) are not being offered to a Reference Bank in the relevant market for any Eurodollar Rate Interest Period applicable thereto at or CD Rate Interest Period, by reason of circumstances affecting such Reference Bank and not affecting the Base Rate London or Nassau interbank market or the United States market for such daycertificates of deposit, as the case may be, generally, the Agent shall, in consultation with the Company and with the consent of the Required Banks, appoint another Bank to act as a Reference Bank hereunder.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, 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 and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to convert outstanding Loans into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing Borrowing, and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇fered 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 Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to convert outstanding Loans into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Euro-Dollar Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Euro-Dollar Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 5066-2/3% or more of the aggregate amount of the Commitments 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 Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Bid Rate (Indexed) Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" applicable currency (in Section 2.7 the applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to convert outstanding Loans into or continue outstanding Loans as CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or or (b) in the case of a Committed Borrowing, 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 and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if i)if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) If after the Administrative Agent determinesdate of this Agreement, there shall have occurred the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, that a Lender has reasonably determined has or would have the effect of reducing the rate of return on the Lender's capital or the capital of its direct or indirect holding company or the capital of the Lender's source of funding to a level below that which determination such Lender or its holding company or its funding source would have achieved but for such adoption, change or compliance (taking into consideration such Lender's or its holding company's or its funding source's policies with respect to capital adequacy) by an amount which such Lender, in its reasonable judgment, shall deem material, then from time to time, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company or its funding source for such reduction. A certificate as to such amounts submitted to the Borrowers by such Lender shall be conclusiveconclusive and binding for such purposes, absent manifest error; provided, however, that quotations the determination of interest rates for the relevant deposits referred to such additional amount or amounts shall be made in the definition of "London Interbank Offered Rate" good faith in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; ora manner generally consistent with such Lender's standard practice. (b) If after the date of this Agreement, there shall have occurred the adoption of any applicable law, rule or regulation regarding the maintenance of reserves, special deposits, compulsory loans or similar requirements against assets held by, deposits or liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office, affiliate or funding source of such Lender which is not otherwise included in the case of a Committed Borrowing, Banks having 50% or more determination of the aggregate amount Interest Rate hereunder, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, that a Lender has reasonably determined has or would have the effect 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 increasing the cost to such Banks of Lender or such Lender's direct or indirect holding company or such Lender's funding their Euro-Dollar Loans source, by an amount which such Lender deems to be material, with respect to making, continuing or maintaining the LIBOR Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the applicable Borrower shall promptly pay such Lender, upon its demand, any additional amount or amounts as will compensate such Lender or holding company or funding source for such Interest Periodincreased cost or reduced amount receivable. A certificate as to such amounts submitted to such Borrower by such Lender shall be conclusive and binding for such purposes, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksabsent manifest error; provided, whereupon until the Administrative Agent notifies the Borrower however, that the circumstances giving rise to determination of such suspension no longer exist, the obligations of the Banks to make, Continue additional amount or Convert into Euro-Dollar Loans amounts shall be suspended. During any made in good faith in a manner generally consistent with such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 dayLender's standard practice.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or UnfairSECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" applicable currency (in Section 2.7 the applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, 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 Banks, 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 Banks to make, Continue make Euro-Dollar Loans or Convert to convert outstanding Loans into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and Borrowing, (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing in U.S. Dollars, the Money Market LIBOR 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 (z) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market 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 Canadian Prime Rate for such day.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. -------------------------------------------------------- (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Fixed Rate Borrowing (other than a Money Market LIBOR Rate Loan:): (a1) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" applicable currency (in Section 2.7 the applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b2) in the case of a Committed Borrowing, Required 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 Currency Loans or Money Market LIBOR Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension notice no longer exist, : (A) the obligations New York Interbank Offered Rate shall replace the London Interbank Offered Rate for purposes of the Banks to make, Continue or Convert into interest rate determinations hereunder for Euro-Dollar Loans shall Currency Borrowings and Money Market LIBOR Borrowings for such Interest Period (and all references herein to the London interbank market and the London Interbank Offered Rate for such purposes shall, unless the context otherwise requires, be suspended. During any such suspension deemed to be references to the New York interbank market and the New York Interbank Offered Rate, respectively), as the case may be, and (B) unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, date or that it elects to borrow in another currency such that clause (1) or (2) above is not applicable thereto, (i) if such Fixed Rate Borrowing is a Committed Euro-Currency Borrowing, the interest rate for such Euro-Currency Borrowing shall be determined on the basis of the New York Interbank Offered Rate if all of the procedures set forth herein for a Euro-Currency Borrowing on such basis (including the required notice to the Banks) can be complied with at such time or, if clause (1) or (2) of this subsection is applicable to the New York Interbank Offered Rate at such time, such Euro-Currency Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing; provided that, if such Euro- -------- Currency Borrowing and was to be denominated in a currency other than Dollars, the principal amount of the Base Rate Borrowing shall be the Dollar Amount of the principal amount of such Euro-Currency Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the interest rate for such Money Market LIBOR Borrowing shall be determined on the basis of the New York Interbank Offered Rate if all of the procedures set forth herein for a Money Market LIBOR Borrowing on such basis (including the required notice to the Banks) can be complied with at such time or, if clause (1) or (2) of this subsection is applicable to the New York Interbank Offered Rate at such time, the Money Market LIBOR Loans comprising such Borrowing shall be made in Dollars in a principal amount equal to the Dollar Amount of the principal amount of such Money Market LIBOR Borrowing and 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. (b) If clause (1) or (2) of subsection (a) of this Section becomes applicable when the New York Interbank Offered Rate has replaced the London Interbank Offered Rate hereunder, then the Agent shall give notice to the Borrower of such condition and the Borrower and the Agent (in consultation with the Banks) shall promptly enter into negotiations in good faith with a view to agreeing upon an alternative basis (a "Substitute Basis") acceptable to the Borrower and the Banks for determining the interest rate which shall be applicable to the affected Euro-Currency Borrowings or Money Market LIBOR Borrowings, which rate shall reflect the cost to the Banks of maintaining such Euro-Currency Borrowings plus the applicable Syndicated Margin or maintaining such Money Market LIBOR Loans plus any applicable Money Market Margin, as the case may be. If, prior to the expiration of 20 days from the date of such notice by the Agent, the Borrower and the Banks shall agree upon a Substitute Basis, interest on such Euro-Currency Borrowings or Money Market LIBOR Borrowings for the affected Interest Periods commencing during the period beginning two Euro-Currency Business Days after the date of such notice and ending on the date three Euro-Currency Business Days after the Agent notifies the Borrower and the Banks that the condition specified in clause (1) or (2) of subsection (a) of this Section has ceased to be in effect shall be determined on such Substitute Basis. If no such agreement has been reached by the expiration of such 20-day period, the Agent shall so notify the Banks and each Bank shall, within ten days after the date of such notice, notify the Borrower (through the Agent) of the rate (or the basis of determining the rate) at which it is prepared to maintain such Euro-Currency Borrowings or Money Market LIBOR Borrowings held by it hereunder for the affected Interest Periods (which rate shall reflect the cost to such Bank of maintaining such Borrowings plus the applicable Syndicated Margin or plus any applicable positive Money Market Margin, as the case may be) and such rate (or basis) shall be applicable to such Euro-Currency Borrowings or Money Market LIBOR Borrowings, as the case may be, held by it for the affected Interest Periods applicable thereto referred to in the preceding sentence. The Agent shall determine the total amount of interest payable by the Borrower on each date for the payment of interest hereunder determined in accordance with this subsection (b) (to the extent it has received the necessary information from the Banks) and notify the Borrower of such total amount (provided that no Bank's right to receive any interest payable to it hereunder shall be impaired by its failure to provide such information to the Agent). The Borrower shall have the right at any time to suspend the obligation of each Bank notifying a rate (or basis) pursuant to the second preceding sentence of this subsection to make Euro-Currency Loans.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market Competitive Bid LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having holding 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having holding 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01 . Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Loans: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or London Interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, 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 Borrowers and the Banks, 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 Banks to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless the Unless a Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanSpread Borrowing: (a) the Administrative Agent determines, determines (which determination shall be conclusiveconclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate as determined by the Administrative Agent for such Interest Period will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Dollar Spread Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar make Spread Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Spread Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Spread Borrowing is a Committed Euro-Dollar Borrowing or a Committed Alternate Currency Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Committed Base Rate Borrowing and (ii) if such Fixed Rate Spread Borrowing is a Money Market LIBOR Margin Auction Borrowing, the Money Market LIBOR Margin Auction 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Euro-Dollar Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the 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 of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate If after the date hereof the introduction of or Unfair. If on any change in any Applicable Law relating to any Lender (the “Advising Lender”), or prior any change in the interpretation or application thereof by any Governmental Authority: 12.1.1 subjects the Advising Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes or changes the basis of taxation of payments due to the first day Advising Lender or increases any existing Taxes on payments of the Obligations (other than Excluded Taxes or Taxes for which an amount was paid by the Borrower pursuant to Section 12.2); 12.1.2 imposes, modifies or deems applicable any Interest Period for reserve, liquidity, cash margin, capital adequacy, special deposit, deposit insurance or assessment, or any Euro-Dollar Loan other regulatory or Money Market LIBOR Loan: (a) the Administrative Agent determinessimilar requirement against assets held by, which determination shall be conclusive, that quotations of interest rates for the relevant or deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities account of, or loans by, or any other acquisition of funds for purposes loans by, the Advising Lender; 12.1.3 imposes any Taxes on reserves in respect of determining rates the undrawn portion of interest for Fixed Rate Loans as provided hereinthe Advising Lender’s Rateable Portion of the Credit Facilities; 12.1.4 imposes on the Advising Lender or requires there to be maintained by the Advising Lender any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects the Advising Lender’s allocation of capital resources to its obligations) in respect of the Advising Lender’s obligations hereunder or imposes any other condition or requirement with respect to the maintenance by the Advising Lender of a contingent liability with respect to the Advising Lender’s Bankers’ Acceptance issued by it hereunder; or 12.1.5 imposes on the Advising Lender any other condition or requirement with respect to this Agreement or the Credit Facilities (b) other than Excluded Taxes); in each case in excess of such requirements or conditions which were in effect on the case Initial Advance Date and such occurrence has the effect of: 12.1.6 increasing the cost to the Advising Lender of a Committed Borrowingagreeing to make or making, Banks having 50% maintaining or more of funding the aggregate Credit Facilities, any Advance, any Loan or any portion thereof; 12.1.7 reducing the amount of the Commitments advise Obligations; 12.1.8 directly or indirectly reducing the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost effective return to such Banks Advising Lender under this Agreement or on its overall capital as a result of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations entering into this Agreement or as a result of any of the Banks to make, Continue transactions or Convert into Euro-Dollar Loans shall be suspended. During obligations contemplated by this Agreement (other than a reduction resulting from a higher rate of income tax being imposed on the Advising Lender’s overall income or capital in any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.relevant jurisdiction); or

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loans, Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro- Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: Loan the Agent determines (a) the Administrative Agent determines, which determination shall be conclusive, conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided generally available in the relevant amounts London interbank market for such period or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as cannot be determined by in accordance with the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Perioddefinition thereof, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to makemake Euro-Dollar Loans, Continue or Convert to convert outstanding Base Rate Loans into Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall be suspended. During any such suspension , (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (ix) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. -------------------------------------------------------- If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBorrowing: (a) the Administrative Lead Agent determines, which determination shall be conclusive, is advised by the Reference Bank that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Bank in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided hereinsuch Interest Period; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments in the case of Euro-Dollar Loans or the applicable Bank or Designated Lender, as the case may be, in the case of Money Market LIBOR Loans, advise the Administrative Lead Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Lead Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans or Money Market LIBOR Loans, as the case may be, for such Interest Period, then the Administrative Lead Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Loans or Money Market LIBOR Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Lead Agent at least two (2) Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Syndicated Borrowing, Banks having 50% or more of the aggregate amount of the Syndicated 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 Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Syndicated Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for such Interest Period (and Required Banks have not advised the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; Administrative Agent in writing to the contrary), or (b) in the case of a Committed Borrowing, 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 and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. 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 Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Lenders that quotations of interest rates for the relevant deposits referred to in dollars in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts are not being provided offered to the Reference Lenders in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks Lenders having at least 50% or more of the in 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 Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to makemake Euro-Dollar Loans, Continue or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 Prime Rate for such day.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair8.01 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 applicable currency and amounts are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Currency Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Currency Loans (in the affected currency), as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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. The Administrative Agent shall promptly notify the Banks of any election by the Borrower pursuant to the preceding sentence.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts market for such Interest Period, or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 Prime Rate for such day.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, If Bank determines (which determination shall be conclusivemade in good faith and shall be conclusive and binding upon Borrower) that (i) adequate and reasonable means do not or will not exist for ascertaining the interest rate, that quotations of interest rates for the relevant (ii) Dollar deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or and for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) Interest Period are not available to Bank in the case of a Committed BorrowingLondon interbank market, Banks having 50% or more of (iii) the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate as determined by the Administrative Agent will does not adequately and fairly accurately reflect the cost of funds to such Banks of funding their Euro-Dollar Loans for such Interest PeriodBank, the Administrative Agent then Bank shall forthwith give notice thereof of such determination to the Borrower and the BanksBorrower, whereupon whereupon, until the Administrative Agent Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations obligation of the Banks Bank to make, Continue or Convert into Euro-Dollar Loans permit an Adjusted LIBO Rate election shall be suspended. During any such suspension unless suspended and the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Adjusted LIBO Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, shall be converted on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the then current applicable Interest Period to the Adjusted Prime Rate. (b) If after the date of this Agreement the introduction of or any change in any applicable thereto at law, rule or regulation or in the Base interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance by Bank with any request or directive (whether or not having the force of law) of any authority makes it unlawful or not reasonably possible for Bank (or its Lending Office) to make, maintain or fund the Loan, Bank shall forthwith give notice thereof to Borrower. Before giving any notice pursuant to this Section, Bank shall if possible designate a different Lending Office if such designation will avoid the need for giving such notice and in Bank's sole judgment will not be otherwise disadvantageous to Bank. Upon receipt of such notice, the Adjusted Prime Rate will be substituted for such daythe Adjusted LIBO Rate. If circumstances subsequently change so that Bank is not further affected, the obligation to permit election of the Adjusted LIBO Rate shall be reinstated upon written request of Borrower.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or UnfairSECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Currency Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for deposits in the relevant deposits referred to currency (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Currency Loans, Banks having holding 50% or more of the aggregate amount of the Commitments 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 Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist (which the Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Banks to makemake Euro-Currency Loans in the relevant currency, Continue or Convert to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans in the relevant currency, shall be suspendedsuspended and (ii) each outstanding Euro-Currency Loan in the relevant currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing in an equal Dollar Amount and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market Competitive Bid LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Bank that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Bank in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks Lenders having 50% or more of the aggregate principal amount of the Commitments 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 BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan or Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Lenders that quotations of interest rates for the relevant deposits referred to in Dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or 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 Lenders of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) the Borrower shall repay in full the then outstanding principal amount of each CD Loan or Euro-Dollar Loan, as the case may be, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Loan. During Concurrently with repaying each such Fixed Rate Loan of each Lender pursuant to this Section, the Borrower shall borrow a Base Rate Loan in an equal principal amount from such Lender, and such Lender shall make such a Base Rate Loan, unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of such repayment that it elects not to borrow any Base Rate Loans on such suspension unless date. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar CD Loan, Euro- Currency Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount Dollar Amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, to such Borrower as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Currency Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Currency Loans in the affected currency, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, in Dollars as a Base Rate Borrowing in the same aggregate Dollar Amount as the requested Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall be made in Dollars in the same aggregate Dollar Amount as the requested Borrowing and 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.

Change in Circumstances. Section 8.1 8.1. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to before the first day of any Interest Period for any Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having more than 50% or more of in 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-Euro- Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to makemake Euro-Dollar Loans, Continue or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 11.1 [Reserved]. Section 11.1 Basis for Determining Interest Rate Inadequate or Unfair; LIBOR Transition Event. If In the case of Eurodollar Rate Loans, if on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanPeriod: (a) Unless a LIBOR Transition Event and its related LIBOR Replacement Date has occurred, (i) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates is unable to obtain a quotation for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Rate as contemplated by Section 2.7 are not being provided in 2.5; or (ii) the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments Majority Lenders advise the Administrative Agent that as a result of changes arising after the Adjusted date of this Agreement the London Interbank Offered Rate they have determined, in their commercially reasonable judgment, that a material disruption to LIBOR or a change in the methodology of calculating LIBOR has occurred or the Majority Lenders advise the Administrative Agent that as a result of changes arising after the date of this Agreement the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding or maintaining their Euro-Dollar Eurodollar Rate Loans for such Interest Period, in each case the Administrative Agent shall forthwith give notice thereof (by telephone confirmed in writing) to the Borrower Borrower, the Lenders and the BanksCollateral Agent, whereupon until the Administrative Agent notifies the Borrower and the Collateral Agent that the circumstances giving rise to such suspension no longer exist, the obligations (if any) of the Banks Lenders to make, Continue or Convert into Euro-Dollar make Eurodollar Rate Loans shall be suspended. During any fulfilled based on LIBOR in effect for the prior Interest Period; provided if such suspension unless period of unavailability continues for more than 30 days, then on the Borrower notifies close of business on the 30th day, a LIBOR Transition Event shall have been deemed to occur and the following day shall be considered the LIBOR Replacement Date. (b) If a LIBOR Transition Event and its related LIBOR Replacement Date have occurred, then the Administrative Agent and the Borrower may choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.5), such amendment shall become effective without any further action or consent of any other party to this Agreement at least two Domestic 5:00 p.m. New York City time on the 10th Business Days before Day after the date a draft of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not the amendment is provided to borrowthe Lenders, Continue or Convert, as unless the case may beAdministrative Agent receives, on or before such date10th Business Day, a written notice from the Majority Lenders stating that such Lenders object to such amendment. Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) if such Fixed Rate Borrowing is will be determined with due consideration to the then-current market practices for determining and implementing a Committed Borrowingrate of interest for newly originated loans in the United States, such Borrowing shall instead be made or Continued asloans converted from a LIBOR-based rate to a replacement index-based rate and consistent with market practices in the market for collateralized loan obligations, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing may also reflect adjustments, to the extent consistent with market practices in the collateralized loan obligations market, to account for (x) the effects of the transition from LIBOR to the replacement index and (y) yield- or risk-based differences between LIBOR and the replacement index. Any selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement will be after consultation and agreement of the Borrower, which agreement will not be unreasonably withheld or delayed. Until an amendment reflecting a new replacement index in accordance with this Section 11.1 is effective, each advance, conversion and renewal of a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall Loan will continue to bear interest with reference to LIBOR and if no such rate is provided, as set forth in the definition thereof, LIBOR for each day such Interest Period will be LIBOR in effect for the prior Interest Period; provided however if the parties have not executed an amendment within 30 days from and including the first day to but excluding the last day occurrence of the related LIBOR Transition Event, then instead of referring to LIBOR in effect for the prior Interest Period applicable thereto Period, LIBOR will be replaced with the single reference rate that is used in calculating the interest rate of the highest percentage (by par amount) of the Floating Rate Obligations then held by the Borrower (which the Borrower shall (at the Base Rate direction of the Services Provider) provide written evidence of to the Administrative Agent) plus the reference rate modifier (which shall include, as applicable, an adjustment to make such alternative reference rate the quarterly equivalent thereof). Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for such daypurposes of this Agreement.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Currency Loan or Money Market Competitive Bid LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for deposits in the relevant deposits referred to currency (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Currency Loans, Banks Lenders 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 Lenders of funding their Euro-Dollar Currency Loans in the relevant currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make, Continue make Euro-Currency Loans in the relevant currency or Convert to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans in the relevant currency, as the case may be, shall be suspended. During any such suspension , (ii) each outstanding Euro-Currency Loan shall be prepaid (or in the case of an affected Loan denominated in dollars, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto, (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (ix) if such Fixed Rate Borrowing is a Committed Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR 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 dayday and (iv) any request for a Committed Alternative Currency Loan shall be ineffective.

Change in Circumstances. Section SECTION 8.1 Basis for Determining Interest Rate Inadequate or UnfairBASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, determines in good faith that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks 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 Administrative Agent will not adequately and fairly reflect the cost to such Banks Bank of funding their its Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (i) any Fixed Rate EuroDollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and Borrowing, or (ii) if such Fixed Rate Borrowing is a any Money Market LIBOR BorrowingBorrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR 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. For purposes of this Section 8.1(b), in determining whether the Euro-Dollar Rate, as determined by Administrative Agent, will not adequately and fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Interest Period, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. . (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Fixed Rate Borrowing (other than a Money Market LIBOR Absolute Rate Loan:): (a1) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant deposits referred to in market for such Interest Period, or (2) the definition of "Required Banks advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans , as provided herein; or (b) in the case of a Committed Borrowingmay be, 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 CD Loans or Euro-Dollar Currency Loans or Money Market LIBOR Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof , (i) if such circumstances relate to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existCD Loans, the obligations of the Banks to make, Continue or Convert into Euro-Dollar to continue or convert outstanding Loans as or into, CD Loans shall be suspended. During any suspended or (ii) if such suspension circumstances relate to the London Interbank Offered Rate, the New York Interbank Offered Rate shall replace the London Interbank Offered Rate for purposes of interest rate determinations hereunder for Euro-Currency Borrowings and Money Market LIBOR Borrowings for such Interest Period (and all references herein to the London interbank market and the London Interbank Offered Rate for such purposes shall, unless the Borrower context otherwise requires, be deemed to be references to the New York interbank market and the New York Interbank Offered Rate, respectively), as the case may be, and (B) unless the Company notifies the Administrative Agent at least two one Domestic Business Days Day before the date of the making or conversion or continuation of any Group of Fixed Rate Borrowing Loans for which a Notice of Borrowing or Notice of Interest Rate Election has previously been given that it elects not to borrow, Continue continue or Convertconvert (as the case may be) on such date or that it elects to do so in another currency such that clause (1) or (2) above is not applicable thereto, (i) if such Group of Fixed Rate Loans consists of CD Loans, such CD Loans shall instead be made, converted into or continued (as the case may be) (x) as a Group of Euro-Currency Loans if the relevant Borrower so elects by notice to the Agent and all of the procedures set forth herein for making, converting into or continuing Euro-Currency Loans, as the case may bebe (including the required notice to the Banks but excluding the three Euro-Currency Business Days' notice required by Section 2.02 or 2.06), on can be complied with at such date, time or (iy) as a Money Market LIBOR Borrowing if the relevant Borrower so elects by notice to the Agent and all of the procedures set forth herein for a Money Market LIBOR Borrowing (including the required notice to the Banks) can be complied with at such time or (z) if such Fixed Rate Borrowing neither of the foregoing types of Loans or Borrowings is a Committed Borrowingelected or is possible, such Borrowing shall instead be made or Continued as, or Converted into, a as Base Rate Borrowing and Loans, (ii) if such Group of Fixed Rate Borrowing is a Money Market LIBOR BorrowingLoans consists of Euro-Currency Loans, the Money Market LIBOR interest rate for such Group shall be determined on the basis of the New York Interbank Offered Rate if all of the procedures set forth herein for making, converting into or continuing Euro-Currency Loans comprising (as the case may be) on such Borrowing shall bear interest for each day from and basis (including the first day required notice to but excluding the last day Banks) can be complied with at such time or, if clause (1) or (2) of this subsection is applicable to the Interest Period applicable thereto New York Interbank Offered Rate at such time, such Group of Euro-Currency Loans shall instead be made, converted into or continued (as the Base Rate for such day.case may be)

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Eurocurrency Borrowing or Money Market LIBOR Swingline Loan, as applicable: (aA) the Administrative Agent determines, which determination shall be conclusive, or the Swingline Lender determines that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" applicable Syndicated Currency (in Section 2.7 the applicable amounts) or Agreed Currency, respectively, are not being provided offered in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (bB) in the case of a Committed Borrowing, Banks having more than 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Eurocurrency Reference Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Eurocurrency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (x) the obligations of (i) the Banks to make, Continue continue or Convert into Euro-Dollar convert Eurocurrency Loans in such Syndicated Currency or (ii) the Swingline Lender to make, continue or convert Swingline Loans in such Agreed Currency, as applicable, shall be suspended, and (y) if the Syndicated Currency or Agreed Currency is Dollars, each affected Loan shall be converted into a Floating Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the relevant Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate such Eurocurrency Borrowing for which a Notice of Borrowing Borrowing, or any such Swingline Loan for which a Notice of Swingline Loan, has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Floating Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts market for such Interest Period, or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or 42 48 (b) in the case of a Committed Borrowing, the Required Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determinesNotwithstanding any other provision of this Agreement, which determination if any Change in Law shall be conclusive(i) impose, that quotations of interest rates modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the relevant deposits referred account of or credit extended by the Lender; or (ii) subject the Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (c) and (d) of the definition of "Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on the Lender or the London Interbank Offered Rate" in Section 2.7 are not being provided in interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by the relevant amounts or for Lender, and the relevant maturities for purposes result of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more any 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 foregoing shall be to increase the cost to the Lender of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Banks Loan or to reduce the amount of funding their Euro-Dollar Loans for such Interest Periodany sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount), then the Administrative Agent shall forthwith give notice thereof Borrower will pay to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or ConvertLender, as the case may be, upon demand such additional amount or amounts as will compensate the Lender, as the case may be, for such additional costs incurred or reduction suffered. (b) If the Lender shall have determined that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement, the Loans made to a level below that which the Lender or the Lender’s holding company could have achieved but for such dateChange in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy), (i) if such Fixed Rate Borrowing is a Committed Borrowingthen from time to time the Borrower shall pay to the Lender, as the case may be, such Borrowing additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction actually incurred or suffered. Lender agrees to provide Borrower with reasonable evidence as to the basis for such determination and such amounts, but Lender’s entitlement to such amounts shall instead not be made subject to delivery of such evidence or Continued as, or Converted into, a Base Rate Borrowing and Borrower’s satisfaction with any evidence so provided. (iic) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day A certificate of the Interest Period applicable thereto at Lender setting forth the Base Rate amount or amounts necessary to compensate the Lender or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate delivered by it within twenty (20) Business Days after its receipt of the same. (d) Failure or delay on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of the Lender’s right to demand such daycompensation; provided that the Borrower shall not be under any obligation to compensate the Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is one hundred eighty (180) days prior to such request; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such one hundred eighty (180)-day period.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Euro-Dollar Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Euro-Dollar Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having more than 50% or more of the aggregate amount of the Commitments 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 Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Bid Rate (Indexed) Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determinesNotwithstanding any other provision herein, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to if any change in any law or regulation or in the definition interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Bank or its Eurocurrency Lending Office to make or maintain any Eurocurrency Loan or Foreign Currency Loan or to give effect to its obligations as contemplated hereby, or shall limit the convertibility into Dollars of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts any Foreign Currency (or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowingmake such conversion commercially impracticable), 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 then, 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 written notice thereof to the Borrower and to the BanksAdministrative Agent, such Bank may: (i) declare that Eurocurrency Loans or Loans in any affected Foreign Currency, as applicable, will not thereafter be made by such Bank hereunder, whereupon until the Administrative Agent notifies the such Bank shall not submit a Competitive Bid in response to a request for Eurocurrency Competitive Loans or Competitive Loans in such Foreign Currency, as applicable, and any request by a Borrower that the circumstances giving rise for a Eurodollar Committed Borrowing or Foreign Currency Revolving Borrowing in such Foreign Currency, as applicable, shall, as to such suspension Bank only (unless such Borrower (x) shall have withdrawn such request, in which case such request shall be of no longer existforce and effect, or (y) shall have made a new request for a Borrowing of a different Type in accordance with the obligations of the Banks terms hereof, which shall be deemed to makesupersede such request for a Eurodollar Committed Borrowing), Continue be deemed a request for an ABR Loan in Dollars; and (ii) require that all outstanding Eurocurrency Loans or Convert into Euro-Dollar Loans in such Foreign Currency, as applicable, made by it be converted to ABR Loans in Dollars in which event all such Loans shall be suspended. During any such suspension unless automatically converted to ABR Loans in Dollars, as of the Borrower notifies the Administrative Agent at least two Domestic Business Days before the effective date of such notice as provided in Section 2.15(b). In the event any Fixed Rate Borrowing for Bank shall exercise its rights under clause (i) or (ii) above with respect to Eurocurrency Loans, all payments and prepayments of principal which a Notice would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Bank or the converted Eurocurrency Loans of Borrowing has previously been given that it elects not such Bank shall instead be applied to borrow, Continue repay the ABR Loans made by such Bank or Convertthe Banks, as the case may be, on in lieu of, or resulting from the conversion of, such date, Eurocurrency Loans. In the event any Foreign Currency Bank shall exercise its rights under clause (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) above with respect to Foreign Currency Loans, all payments and prepayments in respect of such Foreign Currency Loans shall thereafter be made in Dollars, converted at the then prevailing Exchange Rate. (b) For purposes of this Section 2.15, a notice to any Borrower (with a copy to the Administrative Agent) by any Bank pursuant to Section 2.15(a) shall be effective as to each Eurocurrency Loan, if such Fixed Rate Borrowing is a Money Market LIBOR Borrowinglawful, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding on the last day of the Interest Period currently applicable thereto at to such Eurocurrency Loan; in all other cases such notice shall be effective on the Base Rate date of receipt by the Borrower. (c) In the event any Bank shall give a notice to any Borrower pursuant to this Section 2.15, the Company may give notice to such Bank (with a copy to the Administrative Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to assume the Commitment of such Bank and to purchase its outstanding Loans. Each Bank giving a notice to any Borrower pursuant to this Section 2.15 agrees to sell its Commitment, Loans and interest in this Agreement pursuant to Section 9.11(c) to any such Eligible Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans plus all other fees and amounts (including any compensation claimed by such Bank under Section 2.14 or Section 2.16) due such Bank hereunder calculated, in each case, to the date such Commitment, Loans, interest and fees are purchased, whereupon such Bank shall have no further Commitment or other obligation to any Borrower hereunder. (d) None of the Banks shall be permitted to terminate availability of Eurocurrency Loans as provided in this Section 2.15 on a discriminatory basis (i.e., availability of Eurocurrency Loans is not also terminated by the applicable Bank with respect to other customers of such Bank similarly situated where such customer is subject to documents providing for such dayright of termination).

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Fixed Rate Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 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 and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 rate applicable to Base Rate Loans for such day.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) If at any time the Administrative Agent determines, determines (which determination shall be conclusiveconclusive absent manifest error) that, that quotations by reason of interest rates for circumstances affecting the relevant market generally, deposits referred to in Dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, 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 market for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksBorrower, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations obligation of the Banks Lenders to make, Continue or Convert into Euro-Dollar Loans make the LIBOR Based Rate option available to Borrower shall be suspended. During any suspended for future advances and all amounts made available to Borrower by the Lenders hereunder to which such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed LIBOR Based Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing option then applies shall bear interest at the LIBOR Based Rate option for each day from and including the first day to but excluding the last day remainder of the then applicable Interest Period applicable thereto and thereafter at the Base Rate option. Upon notification from the Administrative Agent to Borrower that the circumstances giving rise to the suspension no longer exist, the LIBOR Based Rate option shall again be available to Borrower in accordance with the terms of this Agreement. (b) If, after the date hereof, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance by a Lender with any request or directive (whether or not having the force of law) of any such authority shall make it unlawful or impossible for such dayLender to make available to Borrower the LIBOR Based Rate option, such Lender shall forthwith give notice thereof to the Administrative Agent who shall forthwith transmit the same to Borrower. Upon receipt of such notice, all amounts owed by Borrower to such Lender then bearing interest at the LIBOR Based Rate option shall bear interest at the LIBOR Based Rate option for the remainder of the then applicable Interest Period and thereafter at the Base Rate option. (c) (i) If after the date hereof the adoption of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender with any request or directive (whether or not having the force of law) made by any such authority, central bank or comparable agency after the date hereof (each, a "Regulatory Change"): (A) shall subject such Lender, to any tax, duty or other charge with respect to any portion of the Revolving Credit Loan then bearing interest at the LIBOR Based Rate option, or shall change the basis of taxation of payments to such Lender of the principal of or interest on any portion of the Revolving Credit Loan bearing interest at the LIBOR Based Rate option (except for changes in the rate of tax on the overall net income of such Lender); or (B) shall impose, modify or deem applicable any reserve (including any imposed by the Board of Governors of the Federal Reserve System), Reserve Percentage, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender, or shall impose on such Lender or on the United States market for certificates of deposit or the London interbank market any other condition affecting any portion of the Revolving Credit Loan bearing interest at the LIBOR Based Rate option; and the result of any of the foregoing is to increase the cost to such Lender of making available to Borrower the LIBOR Based Rate option with respect to any portion of the Revolving Credit Loan or to reduce the amount of any sum received or receivable by such Lender under this Loan Agreement or any Revolving Credit Note, by an amount deemed by such Lender to be material, then, upon demand by such Lender, through the Administrative Agent, Borrower agrees to pay to the Administrative Agent, for the account of such Lender within thirty (30) days of demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If (i) on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: 43 39 Loan the Agent determines (a) the Administrative Agent determines, which determination shall be conclusive, conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided generally available in the relevant amounts London interbank market for such period or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as cannot be determined in accordance with the definition thereof, or (ii) on or prior to the first day of any Interest Period for any CD Loan the Agent is advised by each of the Administrative Agent will Reference Banks that deposits in dollars (in the applicable amounts) are not adequately and fairly reflect being offered to each of the cost to such Reference Banks of funding their Euro-Dollar Loans in the relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to makemake CD Loans or Euro-Dollar Loans, Continue as the case may be, or Convert to convert outstanding Base Rate Loans into CD Loans or Euro-Dollar Loans, as the case may be, or to convert outstanding CD Loans or Euro-Dollar Loans into CD Loans or Euro-Dollar Loans, as the case may be, with a different Interest Period shall be suspended. During any such suspension , (ii) each outstanding CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate CD Borrowing, Euro-Dollar Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrowborrow on such date, Continue (x) if such Borrowing is a CD Borrowing or Converta Euro-Dollar Borrowing, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in Dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that that, by reason of adverse conditions generally affecting either the certificate of deposit market in the United States or the London interbank market, the Adjusted CD Rate or the Adjusted London Interbank Offered Rate (as the case may be) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro- Dollar Loans shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro- Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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. Promptly after the Administrative Agent and the Banks reasonably determine that the circumstances giving rise to a notice pursuant to subsection (b) above no longer exist, the Administrative Agent shall notify the Borrower, and the obligation of the Banks to make, convert and continue Euro-Dollar Loans and CD Loans shall be reinstated.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Lenders that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Lenders in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks Lenders having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 Lenders of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, to such Borrower as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, , (c) the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing in the same aggregate amount as the requested Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall be made in the same aggregate amount as the requested Borrowing and 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or UnfairSECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Euro-Dollar Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Euro-Dollar Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having more than 50% or more of the aggregate amount of the Commitments 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 Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Bid Rate (Indexed) Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Fixed Rate Borrowing (other than Money Market LIBOR Loan:Absolute Rate Borrowings): (a) the Reference Banks notify (stating the reason therefor) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in Dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise notify (stating the reason therefor) the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any 66 Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 Reference Rate for such day.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of 43 48 any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments 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 Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make Euro-Dollar Loans or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanSpread Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" applicable Agreement Currency (in Section 2.7 the applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for such Interest Period (and Required Banks have not advised the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; Administrative Agent in writing to the contrary), or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate as determined by the Administrative Agent for such Interest Period will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Dollar Spread Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar make Spread Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Spread Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Spread Borrowing is a Committed Euro-Dollar Borrowing or a Committed Alternate Currency Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Committed Base Rate Borrowing and (ii) if such Fixed Rate Spread Borrowing is a Money Market LIBOR Margin Auction Borrowing, the Money Market LIBOR Margin Auction 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.

Change in Circumstances. Section 8.1 Basis for Determining 13.1 If by reason of~ 13.1.1 any Change in Law; and/or 13.1.2 a requirement or a request by any statutory or monetary authority to maintain special deposits or reserve assets, there are any Increased Costs, the Lender shall be entitled (but not obliged) to calculate such an increased Interest Rate Inadequate or Unfair. If on or prior as will have the effect, if interest accrues at such increased Interest Rate, of placing the Lender in the same financial position it would have been in had the Change Event not occurred (such rate the "Recalculated Rate"). 13.2 The Lender shall deliver a written notice (the "Adjustment Notice") to the Borrower in which it advises the Borrower of the Change Event which has occurred, the Recalculated Rate and the manner in which it has calculated such rate, such notice to contain all such additional information (if any) as the Borrower could reasonably be expected to require in order to enable it to satisfy itself that the Lender's calculation of the Recalculated Rate is correct. Interest shall thereafter and with effect from the date on which the applicable Increased Costs are first day incurred by the Lender, accrue on the Loan Amount at the Recalculated Rate. 13.3 If the Borrower wishes to dispute the correctness of any Interest Period Recalculated Rate, it shall do so by delivering written notice to that effect (a "Dispute Notice") to the Lender within 30 (thirty) days after receipt by it of the Adjustment Notice. The Borrower shall, in its Dispute Notice, set out its calculation of the Recalculated Rate. 13.4 If the Borrower delivers a Dispute Notice to the Lender~ 13.4.1 the parties shall refer the matter for any Euro-Dollar Loan or Money Market LIBOR Loan:determination to the Dispute Auditors; (a) 13.4.2 the Administrative Agent determinesDispute Auditors shall determine the Recalculated Rate; 13.4.3 the Dispute Auditors shall, which in making his determination, act as an expert and not as an arbitrator and shall be entitled to adopt such procedure and to rely on such evidence as he may deem appropriate; 13.4.4 the determination by the Dispute Auditors shall be final and binding on the parties; 13.4.5 the Dispute Auditors' costs in making their determination shall be conclusivepaid by the party whose quantification of the Recalculation Rate is furthest from the Dispute Auditors' determination thereof, that quotations or if the parties' determinations are equidistant from the Dispute Auditors' determination, by the parties in equal shares. 13.5 If the Borrower disputes the correctness of any Recalculated Rate (in the manner envisaged in 13.3 above), then, pending the determination of such dispute by the Dispute Auditors (as envisaged in 13.3 above) - 13.5.1 interest shall nevertheless accrue at the disputed Recalculation Rate as if the Lender's calculation of such Recalculated Rate is correct; 13.5.2 within 30 (thirty) Business Days after receipt by the parties of the Dispute Auditors' determination (1) if any payment of any interest calculated at the Recalculation Rate has been made by the Borrower, the party indebted to the other as a result of such determination shall make payment of such indebtedness to the other party, or (2) if no payment of interest rates for calculated at the relevant deposits referred Recalculation Rate has been made, the Loan Amount shall be adjusted accordingly. 13.6 This clause 13 shall not apply to any Increased Costs attributable to any change in the definition rate of "London Interbank Offered Rate" in Section 2.7 are not being provided in tax on the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more overall net income 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 and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 dayLender.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. . (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Fixed Rate Borrowing (other than a Money Market LIBOR Absolute Rate Loan:): (a1) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant deposits referred to in market for such Interest Period, or (2) the definition of "Required Banks advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans , as provided herein; or (b) in the case of a Committed Borrowingmay be, 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 CD Loans or Euro-Dollar Currency Loans or Money Market LIBOR Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof , (i) if such circumstances relate to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existCD Loans, the obligations of the Banks to make, Continue or Convert into Euro-Dollar to continue or convert outstanding Loans as or into, CD Loans shall be suspended. During any suspended or (ii) if such suspension circumstances relate to the London Interbank Offered Rate, the New York Interbank Offered Rate shall replace the London Interbank Offered Rate for purposes of interest rate determinations hereunder for Euro-Currency Borrowings and Money Market LIBOR Borrowings for such Interest Period (and all references herein to the London interbank market and the London Interbank Offered Rate for such purposes shall, unless the Borrower context otherwise requires, be deemed to be references to the New York interbank market and the New York Interbank Offered Rate, respectively), as the case may be, and (B) unless the Company notifies the Administrative Agent at least two one Domestic Business Days Day before the date of the making or conversion or continuation of any Group of Fixed Rate Borrowing Loans for which a Notice of Borrowing or Notice of Interest Rate Election has previously been given that it elects not to borrow, Continue continue or Convert, convert (as the case may be, ) on such date, date or that it elects to do so in another currency such that clause (i1) if such Fixed Rate Borrowing or (2) above is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 not applicable thereto at the Base Rate for such day.thereto,

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having holding 50% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist (which the Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has 54 60 previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBorrowing: (a) the Administrative Lead Agent determines, which determination shall be conclusive, determines that quotations of interest rates adequate and fair means do not exist for ascertaining the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) the Required Banks in the case of a Committed BorrowingEuro-Dollar Loans or the applicable Bank or Designated Lender, Banks having 50% or more as the case may be, in the case of Money Market LIBOR Loans, advises the aggregate amount of the Commitments advise the Administrative Lead Agent that the Adjusted London Interbank Offered Rate or London Interbank Offered Rate, as the case may be, as determined by the Administrative Lead Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans or Money Market LIBOR Loans, as the case may be, for such Interest Period, then the Administrative Lead Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Loans or Money Market LIBOR Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Lead Agent at least two (2) Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair8.01 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Required Lenders that quotations of interest rates for the relevant deposits referred to in Dollars and in the definition of "London Interbank Offered Rate" in Section 2.7 required amounts are not being provided offered to the Lenders in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments Required Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent 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 BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make, Continue or Convert into make Euro-Dollar Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 rate applicable to Base Rate Loans for such day. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts market for such Interest Period, or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or 168 (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the CD Rate or 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, 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 Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or ------------------------------------------------- Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed ------ Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or ------------------------------------------------- Unfair. If on or prior to the first day of any Interest Period for any CD Loan, ------ Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make or Convert into continue CD Loans or Euro-Dollar Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBorrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Bank that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Bank in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments 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 Administra tive Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to makemake Euro-Dollar Loans, Continue or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan 104 on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Euro-Dollar Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.1. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or UnfairSECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to before the first day of any Interest Period for any CD Loans, Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having more than 50% or more of the in aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to before the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanCurrency Loans of any Class: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Lender that quotations of interest rates for deposits in the relevant deposits referred to currency in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts are not being provided offered to the Reference Lender in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having at least 50% or more of the in aggregate amount of the Commitments of such Class (or, in the case of Term Lenders after the Effective Date, holding at least 50% in aggregate amount of the Term Loans then outstanding) advise the Administrative Agent that the Adjusted London Interbank Offered Rate for the relevant currency, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans in such currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existexist (which notice the Administrative Agent shall give promptly), (i) the obligations of the Banks Lenders to makemake Euro-Currency Loans in the relevant currency, Continue to continue Euro-Currency Loans in the relevant currency for an additional Interest Period or, if the relevant currency is U.S. Dollars, to convert outstanding U.S. Dollar-Denominated Loans as or Convert into Euro-Dollar Loans Loans, as the case may be, shall be suspended, (ii) if the relevant currency is U.S. Dollars, 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 and (iii) if the relevant currency is Euros, each outstanding Euro Revolving Loan shall be repaid on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected U.S. Dollar-Denominated Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) In the Administrative Agent determinesevent that there shall hereafter occur at any time during the term of this Agreement any change in the Applicable Law or in the interpretation or administration thereof, which determination shall be conclusive(i) increase the cost of maintaining any reserve or special deposit against the Commitment or the Loan, that quotations or (ii) increase any other cost of complying with any law, regulation or condition with respect to making or maintaining the Commitment or the Loan, and the result of any of the foregoing, as determined by the Lenders, is to increase the cost to the Lenders by at least twenty-five basis points (25 bps), or to reduce the amount of any payment (whether of principal, interest rates for or otherwise) receivable by the relevant deposits referred to Lenders hereunder, or in the definition event that a law or regulation is passed or if the Bangko Sentral ng Pilipinas or other authorized government agency or instrumentality shall declare a moratorium on payments of "London Interbank Offered Rate" foreign currency denominated obligations or any governmental imposition, foreign exchange law, regulation, policy, circular, memorandum, letter, order or other directive is issued, or any circumstance or event has occurred which has the effect of extending, rescheduling, adjusting or suspending payment in Dollars, or of restricting or delaying the ability of the Lenders to receive payment in Dollars, or of restricting or delaying the ability of the Borrower to source Dollars, whether the Loan is maturing or otherwise, then the Lenders shall notify the Borrower of the said fact in writing. The Borrower and the Lenders then shall discuss ways to address the situation including the option in re-denominating the obligation into Pesos without restructuring or amending the original repayment terms. Should the Parties fail to reach an agreement within thirty (30) days from receipt of notification by the Borrower, either Party has the option to terminate this Agreement. In case of a termination, the Borrower shall, within ten (10) Banking Days, prepay the Loan in full, without premium or penalty, plus accrued interest thereon up to the date of prepayment, subject to the reimbursement of costs and expenses incurred pursuant to Section 2.7 are not being provided in 4.01. It is understood and agreed that with respect to the relevant amounts or for provisions of this Section 3.02, a decision of Majority Lenders shall constitute the relevant maturities for purposes decision of determining rates of interest for Fixed Rate Loans as provided herein; orthe Lenders. (b) in In the case of a Committed Borrowingevent it shall become unlawful for the Lenders to honor their Commitment or to maintain the Borrowings, Banks having 50% or more then the Commitment 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 Lenders shall be cancelled 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 shall, within thirty (30) days from receipt of notice from the Banks, whereupon until Lenders (unless the Administrative Agent notifies the Borrower that the circumstances Applicable Law or circumstance giving rise to such suspension no longer existillegality requires a shorter period, in which case, within such shorter period provided in the obligations of Applicable Law), prepay the Banks Borrowings in full, without premium or penalty, together with interest accrued thereon up to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of prepayment, subject to reimbursement of costs and expenses incurred pursuant to Section 4.01. Upon the occurrence of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowingevent, the Money Market LIBOR Loans comprising Lenders shall promptly notify and furnish the Borrower evidence of 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 dayillegality.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) If the Administrative Agent determinesLender shall have determined that the applicability of any law, which determination shall be conclusiverule, that quotations regulation or guideline adopted pursuant to or arising out of interest rates for the relevant deposits referred to July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or the adoption or effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing, or any change in the definition interpretation or administration in any of "London Interbank Offered the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender's capital, as a consequence of its obligations under this Credit Agreement to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed in good faith by the Lender to be material, then the Lender shall give the Borrower written notice thereof. Within thirty (30) days of the date on which the Borrower receives such notice, the Borrower shall pay to the Lender an amount that will, in Lender's reasonable determination, provide adequate compensation to the Lender for any such reduction in accordance with subparagraph (b) below. Notwithstanding the foregoing, in no event shall the Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or. (b) in the case of a Committed Borrowing, 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 The Lender shall forthwith give notice thereof deliver to the Borrower a written statement setting forth such amount or amounts as shall be necessary to compensate the Lender as specified in subparagraph (a) above, and the Banks, whereupon until the Administrative Agent notifies the Borrower such statement shall be prima facie evidence that the circumstances giving rise to such suspension no longer existamount(s) are due and owing. In preparing such statement, the obligations Lender may employ such assumptions and allocations of costs and expenses as it shall in good fait▇ ▇▇▇▇ ▇▇▇sonable and may be determined by any reasonable averaging and attribution method. The Borrower shall pay to the Lender the amount shown as due on any such statement within thirty (30) calendar days after the Borrower's receipt of the Banks to make, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 daysame.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanBorrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent 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 Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Loans Loans, or of the applicable Banks that shall have submitted Money Market Quotes in respect of such Money Market LIBOR Borrowing to make Money Market LIBOR Loans, shall be suspended, and 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. During any If the applicable Borrower shall have received such suspension a notice from the Agent, unless the applicable Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Currency Loan or Money Market Competitive Bid LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for deposits in the relevant deposits referred to currency (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Currency Loans, Banks Lenders 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 Lenders of funding their Euro-Dollar Currency Loans in the relevant currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make, Continue make Euro-Currency Loans in the relevant currency or Convert to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans in the relevant currency, as the case may be, shall be suspended. During any such suspension , (ii) each outstanding Euro-Currency Loan shall be prepaid (or in the case of an affected Loan denominated in dollars, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto, (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (ix) if such Fixed Rate Borrowing is a Committed Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR 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 dayday and (iv) any request for a Committed Alternative Currency Loan shall be ineffective.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for deposits in the relevant deposits referred to currency (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, 55 61 the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then-current Interest Period applicable thereto. During At any such time when the circumstances giving rise to the above-described suspension are in effect, unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, then (x) if such Borrowing is to be denominated in Dollars, the Money Market LIBOR 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 dayday and (y) if such Borrowing is to be denominated in an Alternative Currency, such Borrowing shall not be made.

Change in Circumstances. Section 8.1 SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanBorrowing: (a) the Administrative Agent determines, which determination shall be conclusive, has determined in good faith that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments Aggregate Commitment advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks Bank of funding their Euro-Dollar its LIBOR Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into Euro-Dollar make LIBOR Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing Borrowing. For purposes of this Section 8.1(b), in determining whether the Adjusted London Interbank Offered Rate, as determined by Administrative Agent, will not adequately and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, fairly reflect the Money Market cost to any Bank of funding its LIBOR 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 dayInterest Period, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for deposits in the relevant deposits referred to currency (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or 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 of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro- Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan (in the case of CD Loans or Euro-Dollar Loans) on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 daybe cancelled.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or SECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 applicable currency and amounts are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Currency Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Currency Loans (in the affected currency), as the case may be, shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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. The Administrative Agent shall promptly notify the Banks of any election by the Borrower pursuant to the preceding sentence.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any CD Loans, Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having more than 50% or more of in the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that )it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 VIII.1. Basis for Determining Interest Rate Inadequate or ------------------------------------------------- Unfair. If on or prior to the first day of any Interest Period for any Euro-Euro- ------ Dollar Loan Borrowing or Money Market LIBOR LoanBorrowing: (a) the Administrative Lead Agent determines, which determination shall be conclusive, is advised by the Reference Bank that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Bank in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Lead Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Lead Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Lead Agent shall 116 forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to makemake Euro-Dollar Loans, Continue or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended, and 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. During any such suspension unless Unless the Borrower notifies the Administrative Lead Agent at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01 Basis for Determining Interest Rate Inadequate or Unfair. ; Alternate Rate of Interest. 8.01.1 If on or prior to the first day of any Interest Period for any Euro-Dollar Eurocurrency Loan or Money Market LIBOR Loanin any Agreed Currency: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by Lenders having 50% or more of the aggregate amount of the Commitments that quotations of interest rates for the relevant deposits referred to in such Agreed Currency (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to such Lenders in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate for such Agreed Currency, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurocurrency Loans in such Agreed Currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, 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 Banks Lenders to make, Continue make Eurocurrency Loans in any Foreign Currency or Convert to continue or convert outstanding Loans as or into Euro-Dollar Eurocurrency Loans in such Foreign Currency shall be suspendedsuspended and (ii) each outstanding Eurocurrency Loan in such Agreed Currency shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing Eurocurrency Advance in the applicable Agreed Currency for which a Borrowing Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, date (ix) if such Fixed Rate Borrowing Eurocurrency Advance in such Agreed Currency is a Committed BorrowingRatable Advance, such Borrowing Advance shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing Advance and (iiy) if such Fixed Rate Borrowing Eurocurrency Advance in such Agreed Currency is a Money Market LIBOR BorrowingEurocurrency Bid Rate Advance, the Money Market LIBOR Eurocurrency Bid Rate Loans comprising such Borrowing Advance 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 Alternate Base Rate for such day. 8.01.2 If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 8.01.1 (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 8.01.1 (a) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Agent and the Company shall endeavor to establish an alternate rate of interest to the Eurocurrency Reference Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.05, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.01.2, only to the extent the Screen Rate for the applicable currency and such Eurocurrency Interest Period is not available or published at such time on a current basis), (i) the obligations of the Lenders to make Eurocurrency Loans or to continue or convert outstanding Loans as or into Eurocurrency Loans shall be suspended and (ii) each outstanding Eurocurrency Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Loans: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Euro-Dollar Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Euro-Dollar Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-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 Banks, 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 Banks to makemake Euro-Dollar Loans, Continue or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Loans: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Euro-Currency Reference Banks that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 applicable currency and amounts are not being provided offered to the Euro-Currency Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Currency 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 such Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, 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 Banks to make, Continue make Euro-Currency Loans (in the affected currency) or Convert to convert outstanding Loans into Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Currency Loans shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any In the case of an Alternative Currency-Denominated Loan, such suspension unless conversion shall be made at the Borrower Administrative Agent's spot buying rate for Dollars against the relevant Alternative Currency as of approximately 11:00 A.M. (London time) on the date of such conversion. Unless the Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it the relevant Borrower elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing in the same Dollar Amount as the requested Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall be made in Dollars in the same aggregate Dollar Amount as the requested Borrowing and 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.

Change in Circumstances. Section 8.1 Basis for Determining Interest Rate Inadequate or UnfairSECTION 8.1. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR . If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having holding 50% or more of the aggregate amount of the Commitments 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 Banks, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist (which the Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Banks to makemake Euro-Dollar Loans, Continue or Convert to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, 88 the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, 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 Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, or to continue such Loans for an additional Interest Period, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Euro-Dollar Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Euro-Dollar Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans 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 of funding their Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, 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 Banks to makemake Euro-Dollar Loans, Continue or Convert to continue such Loans for an additional Interest Period, or to convert outstanding Loans into Euro-Dollar Loans Loans, shall be suspendedsuspended 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. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate affected Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 8.01 Basis for Determining Interest Rate Inadequate or Unfair. . (a) If on or prior to the first day of any Interest Period for any Borrowing of Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determinesLoans, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO 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 BanksLenders (which notice may be telephonic), whereupon the obligations of the Lenders to make Euro-Dollar Loans shall be suspended until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existexists. Unless the Borrower, the obligations of the Banks to makeat its option, Continue or Convert into Euro-Dollar Loans shall be suspended. During any such suspension unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate a Borrowing of Euro-Dollar Loans for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, and the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day day, to but excluding the last day day, of the Interest Period applicable thereto at the Base Rate. (b) If Dow Jones Markets Telerate Page 3750 is unavailable and fewer than two R▇▇▇▇▇nce Banks furnish timely information to the Administrative Agent for determining the Euro-Dollar Rate for any Euro-Dollar Loan, (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such dayEuro-Dollar Loans, (ii) with respect to Euro-Dollar Loans, each such Loan will automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Loan (or if such Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and (iii) the obligation of the Lenders to make Euro-Dollar Loans, or to Convert Loans into Euro-Dollar Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" in Section 2.7 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Borrowing Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBOR Rate as -61- determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest PeriodPeriod or that the LIBOR Base Rate is unavailable, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, 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 Banks to make, Continue make Euro-Currency Loans or Convert to convert outstanding Committed Loans into Euro-Dollar Currency Loans shall be suspended. During any such suspension , (ii) each outstanding Committed Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (iii) unless the applicable Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (ix) if such Fixed Rate Borrowing is a Committed Borrowing, Euro-Currency Borrowing such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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 plus the Base Rate Margin for such day.

Change in Circumstances. Section 8.1 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the fair first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent determinesis advised by the CD Reference Banks or, which determination shall be conclusive, that quotations under the circumstances contemplated by the final sentence of interest rates for the relevant deposits referred to in the definition of "London Interbank Offered Rate" , the Euro-Dollar Reference Banks that deposits in Section 2.7 dollars (in the applicable amounts) are not being provided offered to such Reference Banks in the relevant amounts or market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the 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 of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make, Continue make CD Loans or Convert into Euro-Dollar Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.

Change in Circumstances. Section 8.1 SECTION 10.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent determines, which determination shall be conclusive, is advised by the Reference Banks that quotations of interest rates for the relevant deposits referred to in dollars (in the definition of "London Interbank Offered Rate" in Section 2.7 applicable amounts) are not being provided offered to the Reference Banks in the relevant amounts or London interbank market for the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments 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 of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, Continue or Convert into make Euro-Dollar Loans shall be suspended. During any such suspension unless Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow, Continue or Convert, as the case may be, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made or Continued as, or Converted into, as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR 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.