Common use of Change in Circumstances Clause in Contracts

Change in Circumstances. 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 Borrowing: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Lenders having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Agent that the Adjusted London Interbank Offered Rate, as the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. 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 BorrowingPeriod: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Lenders Banks having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Company and the LendersBanks, whereupon until the Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, or make any Conversion (other than changing Euro-Dollar Loans into Base Rate Loans), shall be suspended. Unless , and (ii) unless the Borrower Company notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.01. 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 Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Required Lenders that deposits in dollars (Dollars and in the applicable amounts) required amounts are not being offered to the Euro-Dollar Reference Banks Lenders in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Lenders having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Administrative Agent that the Adjusted London Interbank Offered Rate, as the case may be, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Fixed Rate Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Change in Circumstances. SECTION 8.018.1. 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 Lead Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Bank in the relevant market for such Interest Period, or (b) Lenders Banks having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Lead Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Lead Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, the Lead Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Lead Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.018.1. 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 Lead Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Bank in the relevant market for such Interest Period, or (b) Lenders Banks having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Lead Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Lead Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, then the Lead Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Lead Agent at least two Domestic Business Days before the date of any as yet unadvanced Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.018.1. 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 Lead Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Bank in the relevant market for such Interest Period, or (b) Lenders Banks having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Lead Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Lead Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, the Lead Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Lead Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.018.1. 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 Lead Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Bank in the relevant market for such Interest Period, or (b) Lenders Banks having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Lead Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Lead Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, the Lead Agent shall forthwith give notice thereof to the Borrower Borrowers and the LendersBanks, whereupon until the Lead Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make Euro-Dollar Loans shall be suspended. Unless the applicable Borrower notifies the Lead Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or ------------------------------------------------- Unfair. If on or prior to In the first day of any Interest Period for any Euro- ------- Dollar Borrowingevent that at least one (1) Domestic Business Day before the Eurodollar Determination Date: (a) the Agent is advised by determines that adequate and fair means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, orEurodollar Rate; (b) the Required Lenders having 50% or more advise the Agent that Dollar deposits in the principal amounts of the aggregate amount of Eurodollar Loans comprising such Borrowing are not generally available in the Commitments or Loans of London interbank market for a period equal to such Interest Period; or (c) the relevant Class Required Lenders advise the Agent that the Adjusted London Interbank Offered Eurodollar Rate, as the case may be, as determined by the Agent Agent, after taking into account the adjustments for reserves and increased costs, will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Period, Eurodollar Loans; then the Agent shall forthwith give notice thereof to the Borrower and the LendersBorrower, whereupon (until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, ) the obligations right of the Lenders Borrower to make Euro-Dollar elect to have Loans bear interest based upon the Eurodollar Rate shall be suspended. Unless suspended and each outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the Borrower notifies last day of the Agent at least two Domestic Business Days before the date then current Interest Period therefor, and any Notice of any Euro-Dollar Borrowing for which Loans have not then been made shall be deemed to be 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 request for Base Rate BorrowingLoans, notwithstanding any prior election by the Borrower to the contrary.

Change in Circumstances. 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- ------- Euro-Dollar Borrowing: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant London interbank market for such Interest Period, or (b) Lenders Banks having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. 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- ------- ------ Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in United States dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Borrowing consisting of Euro-Dollar Loans, the Required Lenders having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Administrative Agent that the Adjusted London Interbank Offered Euro-Dollar Rate, as the case may be, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon whereupon; until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Euro-Dollar Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. 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- ------- Euro-Dollar Committed Borrowing: (a1) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b2) Lenders having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class Required Banks advise the Administrative Agent that the Adjusted London Interbank Offered Euro- Dollar Rate, as the case may be, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Committed Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the LendersBanks; whereupon, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension notice no longer exist, (A) the obligations of the Lenders Banks to make Euro-Dollar Committed Loans shall be suspended. Unless suspended and (B) unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Committed Borrowing for which a Notice of Committed Borrowing has previously been given that it elects not to borrow on such date, such Euro-Dollar Committed Borrowing shall instead be made as a Base Rate Borrowing.

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

Change in Circumstances. 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 Borrowing: (a) the Agent is advised by the Euro-Dollar Reference Banks Loan the Agent determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks generally available in the relevant London interbank market for such Interest Period, or (b) Lenders having 50% period or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Agent that the Adjusted London Interbank Offered Rate, as Rate cannot be determined in accordance with the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Perioddefinition thereof, the Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans, 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. Unless , (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, and (iii) unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.01. 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- ------- Euro-Dollar BorrowingAdvance: (a1) the Agent Lender is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Bank in the relevant market for such Interest Period, or (b2) Lenders having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Agent Lender believes that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Agent Lender will not adequately and fairly reflect the cost to such Lenders Lender of funding their for its Euro-Dollar Loans for such Interest Period, the Agent Lender shall forthwith give notice thereof to the Borrower and the LendersBorrower, whereupon until the Agent Lender notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Lender to make Euro-Dollar Loans, as the case may be, or 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. Unless the Borrower notifies the Agent Lender at least two Domestic Business Days before the date of any Euro-Dollar Borrowing Advance for which a Notice of Borrowing Advance has previously been given that it elects not to borrow on such date, such Borrowing Advance shall instead be made as a Base Rate BorrowingAdvance.

Change in Circumstances. SECTION 8.01. 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- ------- Euro-Dollar BorrowingRate Loan: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Lenders Banks having 5051% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Agent that the Adjusted London Interbank Offered Rate, as the case may be, LIBO Rate as determined by the Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans Rate Loans, as the case may be, for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make Euro-Dollar Loans Rate Loans, shall be suspended. Unless the Borrower notifies the Agent at least two Domestic Business Days before prior to 10:30 A.M. on the date of any Euro-Dollar Borrowing Rate Loan for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.018.1. 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 Lead Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Bank in the relevant market for such Interest Period, or (b) Lenders Banks having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Lead Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Lead Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, the Lead Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Lead Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. 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- ------- Euro-Dollar Borrowing: (a) the Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market Adjusted London Interbank Offered Rate for such Interest Period, or (b) Lenders having 50% or more of the aggregate amount of the Commitments or Loans of the relevant Class advise the Agent that the Adjusted London Interbank Offered Rate, as the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. 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 Fixed Rate Borrowing: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Lenders Banks having 50% or more of the aggregate amount of the Commitments or Loans of the relevant applicable Class advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate, as the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.01. 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- ------- Euro-Dollar BorrowingLoan: (a) the Agent is advised advised, under the circumstances contemplated by the final sentence of the definition of London Interbank Offered Rate, by the Euro-Dollar Reference Banks that deposits in dollars Dollars (in the applicable amounts) are not being offered to the Euro-Dollar such Reference Banks in the relevant market for such Interest Period, or (b) Lenders in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments or affected Loans of the relevant Class advise the Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans, as the case may be, 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. Unless the Borrower notifies the Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Euro-Dollar Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.01. 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- ------- Euro-Dollar Borrowing: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Lenders Banks having 5045% or more of the aggregate amount of all Commitments or having an interest in 45% or more of the aggregate amount of all outstanding Loans (if the Commitments or Loans of the relevant Class shall have terminated) advise the Agent that the Adjusted London Interbank Offered Rate, as the case may be, Rate as determined by the Agent will not adequately and fairly reflect the cost to such Lenders Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders Banks to make Euro-Dollar Loans or to convert outstanding Domestic Loans and USBR Loans into Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a USBR Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate USBR Borrowing.