Common use of Change in Circumstances Clause in Contracts

Change in Circumstances. 16.1. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent determines that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.152 58 SECTION 8.1. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3holding 50% or more of the aggregate amount of the affected Euro-Dollar Loans advise the Administrative Agent that the Euro-Dollar Base 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 such 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan Loan, shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.1. SECTION 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 BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3holding 50% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1. SECTION 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 Borrowing: (a) the Administrative Agent determines is advised that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks Lenders having 66 2/3% fifty percent (50%) or more of the aggregate principal amount of the affected Loans loans advise the Administrative Agent that the Euro-Dollar Base Rate Adjusted London Interbank Offered 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 Borrowers and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension results set forth in Section 8.1(a) or (b) above no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies Borrowers notify the Administrative Agent at least one two (2) Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a an Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any the Borrowing, if it is to be a Euro-Dollar Borrowing Borrowing, for which a the Notice of Borrowing has previously been given that it elects not to borrow on such date, such the Borrowing shall instead be made as a Alternate Base Rate Borrowing. The Administrative Agent shall notify the Borrower as soon as reasonably possible upon learning that the circumstances giving rise to such suspension no longer exist.

Change in Circumstances. 16.1Section 8.01. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent determines is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Credit Exposures advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended suspended, and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.1. SECTION Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3holding 50% or more of the aggregate amount of the affected Euro-Dollar Loans advise the Administrative Agent that the Euro-Dollar Base Adjusted London Interbank Offered Rate as determined by the 62 68 Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their such 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan Loan, shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1Section 8.01. SECTION 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 BorrowingLoans of any Class: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) amounts are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3at least 50% or more of the in aggregate amount of the affected Loans Revolving Credit Commitments advise the Administrative Agent that the Euro-Dollar Base Rate 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 make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent determines that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3662/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION Basis for Determining Interest Rate Inadequate or UnfairBASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to before the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3holding 50% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Group of Euro-Dollar BorrowingLoans: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in U.S. dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks Lenders having 66 2/350% or more of the aggregate principal amount of the affected Loans Commitments advise the Administrative Agent that the Euro-Dollar Base 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 Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless Thereafter, unless the Borrower Company notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION 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 BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3holding 50% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION 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 BorrowingLoans: (a) the Administrative Agent determines that if fewer than two offered rates for deposits in dollars Dollars are available on the Reuters Screen LIBO Page as of 11:00 A.M. (in London time) on the applicable amounts) are not being offered second Euro-Dollar Business Day prior to the Administrative Agent in the relevant market for such first day of any Interest Period, or (b) Lenders having at least 50% in the case of a Euro-Dollar Borrowing, Banks having 66 2/3% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing. The Administrative Agent shall notify the Borrower as soon as reasonably possible upon learning that the circumstances giving rise to such suspension no longer exist.

Change in Circumstances. 16.1SECTION 8.01. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Senior Administrative Agent determines that deposits in dollars (in the applicable amounts) are not being offered to the Senior Administrative Agent in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments of the relevant Class advise the Senior Administrative Agent that the Euro-Dollar Base Adjusted London Interbank Offered Rate as determined by the Senior Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Senior Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Senior Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended suspended, and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Senior Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing Request has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION 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 BorrowingLoan: (a) the Administrative Agent determines is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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, (i) the obligations of the Banks to make Euro-Euro- Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the a Borrower notifies the Administrative Agent at least one Domestic two Base Rate Business Day Days before the date of any Euro-Dollar Rate Borrowing for which a Notice of Borrowing has previously been given by such Borrower that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.1. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent determines is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Bank in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into EuroEuropa-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1Section 8.01. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent determines that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks Loans. Lenders having 66 2/350% or more of the aggregate amount of the affected Loans Credit Exposures advise the Administrative Agent that the Euro-Dollar Base 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 such Loans 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 Euro-Dollar Loans or to continue or convert outstanding Base Rate Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it the Borrower elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing in the same amount as the requested Borrowing.

Change in Circumstances. 16.1. SECTION 8.1 Basis for Determining Interest Rate Inadequate Inaccurate or Unfair. If on IfSubject to Section 8.8, if on, or prior to to, the first day of any Interest Period for any a Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines that deposits in dollars U.S. Dollars (in the applicable amounts) are not being offered to the Administrative Agent in the relevant Euro-Dollar market for such Interest Period, ,; or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base Rate London Interbank Offered RateLIBOR, 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 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless Should either of the events set forth in clause (a) or (b) above occur, unless the Borrower notifies the Administrative Agent at least one Domestic two (2) Business Day Days before the date of any Borrowing of Euro-Dollar Borrowing Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. Section 16.1. SECTION 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 Borrowing: (a) the Administrative Agent determines is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Bank in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended suspended, and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two (2) Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on 101 such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.01. SECTION 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 Borrowing: (a) the Senior Administrative Agent determines that deposits in dollars (in the applicable amounts) are not being offered to the Senior Administrative Agent in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments of the relevant Class advise the Senior Administrative Agent that the Euro-Dollar Base Adjusted London Interbank Offered Rate as determined by the Senior Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Senior Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Senior Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended suspended, and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Senior Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing Request has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1. SECTION Section 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 Borrowing: (a) the Administrative Agent determines is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Bank in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended suspended, and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two (2) Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1SECTION 8.1. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent determines is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Bank in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Euro-Dollar Base 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1Section 8.1. SECTION Basis for Determining Interest Rate Inadequate or Unfair. If on or at least two Euro-Dollar Business Days prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Banks in the relevant London interbank market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base 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 immediately 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Change in Circumstances. 16.1Section 8.1. SECTION Basis for Determining Interest Rate Inadequate Inaccurate or Unfair. If on on, or prior to to, the first day of any Interest Period for any a Euro-Dollar BorrowingLoan: (a) the Administrative Agent determines that deposits in dollars U.S. Dollars (in the applicable amounts) are not being offered to the Administrative Agent in the relevant Euro-Dollar market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Euro-Dollar Base Rate London Interbank Offered 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 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 Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless Should either of the events set forth in subclause (a) or (b) above occur, unless the Borrower notifies the Administrative Agent at least one Domestic two Business Day Days before the date of any Borrowing of Euro-Dollar Borrowing Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.