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 Eurodollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank that deposits in Dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant market for such Interest Period, or (b) the Majority Banks advise the Agent that the Adjusted Eurodollar Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans or to convert outstanding Loans into Eurodollar Loans shall be suspended and (ii) each outstanding Eurodollar 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. Unless the Borrower notifies the Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.01 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar LoanEuro-Dollar Borrowing: (a) the Agent is advised by the Eurodollar Reference Bank Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Banks in the relevant market for such Interest Period, ; or (b) Banks having 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans into Eurodollar Euro-Dollar Loans shall be suspended suspended, and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar 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 Euro-Dollar Borrowing such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.01 8.01. Basis for Determining Interest Rate Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar Euro-Dollar Loan: (aA) the Administrative Agent is advised by the Eurodollar Reference Bank Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Banks in the relevant London interbank market for such Interest Period, or (bB) Banks having 50% or more of the Majority Banks aggregate amount of the Commitments advise the Administrative Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar 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 new Eurodollar Loans Euro-Dollar Loans, or to convert outstanding 66 Loans into Eurodollar Loans Euro-Dollar Loans, shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Euro- Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 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 Eurodollar Euro-Dollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or (b) Lenders having 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar 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 Eurodollar LoanEuro-Dollar Borrowing: (a) the Agent is advised by the Eurodollar Reference Bank Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Banks in the relevant market for such Interest Period, or (b) Banks having 50% or more of the Majority Banks aggregate amount of the Commitments advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans Euro-Dollar Loans, shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 a Borrower notifies the Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, 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 before the first day of any Interest Period for any Eurodollar LoanEuro-Dollar Loans: (a) the Administrative Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars (in the applicable amounts) amounts are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or (b) Lenders having at least 50% in aggregate amount of the Majority Banks Commitments advise the Administrative Agent that the Adjusted Eurodollar 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 Eurodollar 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 make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 Base Rate Borrowing.

Change in Circumstances. SECTION 8.01 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar Loan:Borrowing: SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP (aA) the Agent is advised by the Eurodollar Reference Bank determines that deposits in Dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant market for such Interest Period, or (bB) the Majority Required Banks advise the Agent that the Adjusted Eurodollar Rate Reference Rate, as determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (ix) the obligations of the Banks to make new Eurodollar Loans make, continue or to convert outstanding Loans into Eurodollar Loans shall be suspended suspended, and (iiy) each outstanding Eurodollar Loan, as the case may be, affected Loan shall be converted into a Base Floating Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the relevant Borrower notifies the Agent at least one (1) two Domestic Business Day Days before the date of any such Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Floating Rate Borrowing.

Change in Circumstances. SECTION 8.01 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 Eurodollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank that deposits in Dollars (in the applicable amounts) amounts are not being offered to the Eurodollar Reference Bank in the relevant market for such Interest Period, or (b) the Majority Required Banks advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Amway Parties and the Banks, whereupon until the Agent notifies the Borrower Amway Parties that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans or to convert continue outstanding Loans into Eurodollar Loans at the Euro-Dollar Rate, shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Loan shall be converted into a Base an Alternative Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the relevant Borrower notifies the Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at a Base rate per annum equal to the sum of the Alternative Rate Borrowingfor such day plus the Euro-Dollar Margin.

Change in Circumstances. SECTION 8.01 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar LoanFixed Rate Loans: (a) the Agent is advised by the Eurodollar Euro-Dollar Reference Bank Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Euro- Dollar Reference Bank Banks in the relevant market for such Interest Period, or (b) in the Majority case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans Euro-Dollar Loans, shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on 36 41 such date, (i) if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Competitive Bid LIBOR Borrowing, the 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 8.01 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank that deposits in Dollars dollars (in the applicable amounts) are not appearing on the Screen or are not being offered to the Eurodollar Reference Bank Agent in the relevant market for such Interest Period, or (b) Banks having 50% or more of the Majority Banks aggregate amount of the Commitments advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended suspended, and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Change in Circumstances. SECTION 8.01 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 Eurodollar LoanEuro-Dollar Borrowing: (a) the Administrative Agent is advised by the Eurodollar Reference Bank any Lender that deposits in Dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank such Lender in the relevant market for such Interest Period, or (b) the Majority Banks Required Lenders advise the Administrative Agent that the Adjusted Eurodollar 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 Eurodollar Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksother Lender Parties, 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 new Eurodollar Loans Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans Euro-Dollar Loans, shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given (or upon receipt of notice from the Administrative Agent, if later) 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 the first day of any Interest Period for any Eurodollar LoanEuro-Dollar Borrowing: (a) the Agent is advised by the Eurodollar Reference Bank Banks that deposits in Dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Banks in the relevant market for such Interest Period, or (b) the Majority Required Banks advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the BanksBank Parties, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Bank Parties to make new Eurodollar Loans Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans Euro-Dollar Loans, shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar 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.. 108

Change in Circumstances. SECTION 8.01 10.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day funding of any a Loan at, or converting the Interest Period for any Rate on a Loan to, the Eurodollar LoanRate: (a) the Agent is advised by the Eurodollar Reference any Bank determines that deposits in Dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant Eurodollar market for such Interest Period, or (b) the Majority Banks advise the Agent any Bank determines that the Adjusted Eurodollar Rate Rate, as determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks Bank of funding their the Eurodollar Rate Loans for such Interest Period, the Agent Bank shall forthwith give notice thereof to the Borrower Agent and the BanksBorrowers, whereupon until the Agent Bank notifies the Borrower Agent and the Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Rate Loans or to continue or convert outstanding Loans as or into Eurodollar Rate Loans shall be suspended suspended, and (ii) each outstanding Eurodollar Loan, as the case may be, Rate Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretodate set forth in such notice. Unless the Borrower Borrowers notifies the Agent at least one (1) Business Day before the date of any Eurodollar Borrowing Rate Loan borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing borrowing shall instead be made as a Base Rate BorrowingLoan.

Change in Circumstances. SECTION 8.01 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 Eurodollar Euro-Dollar Loan: (a) the Administrative Agent is advised by the Eurodollar Reference Bank that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant London interbank market for such Interest Period, or (b) Banks having 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar 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 new Eurodollar Euro-Dollar Loans, or to continue such Loans for an additional Interest Period, or to convert outstanding Loans into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 Base Rate Borrowing.

Change in Circumstances. SECTION 8.01 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 Eurodollar LoanEuro-Dollar Borrowing: (a) the Administrative Agent is advised by the Eurodollar Reference Bank determines in good faith that deposits in Dollars (in the applicable amounts) dollars are not being offered to the Eurodollar Reference Bank in the relevant market for such Interest Periodmarket, or (b) Lenders having 50% or more of the Majority Banks aggregate amount of the Commitments advise the Administrative Agent that the Adjusted Eurodollar Rate Euro-Dollar Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Eurodollar Loans for such Interest Periodits Euro-Dollar Loans, 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 new Eurodollar Loans or to convert outstanding Loans into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar 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 theretosuspended. Unless the Borrower notifies the Administrative Agent at least one (1) two Business Day Days before the date of any Eurodollar 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. 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 Lender of funding its Euro-Dollar Loans, such determination will be based solely on the ability of such Lender to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Change in Circumstances. SECTION 8.01 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 Eurodollar Euro-Dollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Banks in the relevant market for such Interest Period, or (b) Banks having 50% or more of the Majority Banks aggregate amount of the Revolving Commitments advise the Agent that the Adjusted Eurodollar Rate Euro-Dollar Rate, as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Euro-Dollar Loans or to convert outstanding Base Rate Loans into Eurodollar Euro-Dollars Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar 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 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 Eurodollar Euro-Dollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or (b) Lenders having 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) ii each outstanding Eurodollar Loan, as the case may be, 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 Borrowers notify the Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar LoanFixed Rate Borrowing: (a) the Agent is advised by the Eurodollar Euro-Dollar Reference Bank that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Euro-Dollar Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the Majority Banks aggregate amount of the Commitments advise the Agent that the Adjusted Eurodollar Rate London Interbank Offered Rate, as the case may be, as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans Euro-Dollar Loans, as the case may be, or to convert outstanding Loans into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar 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 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 Eurodollar Euro- Dollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or (b) Lenders having 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 Borrowers notify the Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 Unfair10.1 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day funding of any a Loan at, or converting the Interest Period for any Rate on a Loan to, the Eurodollar LoanRate: (a) the Agent is advised by the Eurodollar Reference any Bank determines that deposits in Dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant Eurodollar market for such Interest Period, or (b) the Majority Banks advise the Agent any Bank determines that the Adjusted Eurodollar Rate Rate, as determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks Bank of funding their the Eurodollar Rate Loans for such Interest Period, the Agent Bank shall forthwith give notice thereof to the Borrower Agent and the BanksBorrowers, whereupon until the Agent Bank notifies the Borrower Agent and the Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Rate Loans or to continue or convert outstanding Loans as or into Eurodollar Rate Loans shall be suspended suspended, and (ii) each outstanding Eurodollar Loan, as the case may be, Rate Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretodate set forth in such notice. Unless the Borrower Borrowers notifies the Agent at least one (1) Business Day before the date of any Eurodollar Borrowing Rate Loan borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing borrowing shall instead be made as a Base Rate BorrowingLoan.

Change in Circumstances. SECTION 8.01 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 Eurodollar LoanEuro-Dollar Loans: (a) the Administrative Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars (in the applicable amounts) amounts are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or or (b) Lenders having at least 50% in aggregate amount of the Majority Banks Commitments advise the Administrative Agent that the Adjusted Eurodollar 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 Eurodollar 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 make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Euro- Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 Base Rate Borrowing.

Change in Circumstances. SECTION 8.01 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar LoanEurocurrency Borrowing: (ai) the Agent is advised by the Eurodollar Reference Bank determines that deposits in Dollars the applicable Agreed Currency (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant market for such Interest Period, or (bii) Banks having more than 50% of the Majority Banks aggregate amount of the Commitments advise the Agent that the Adjusted Eurodollar Rate Eurocurrency Reference Rate, as determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Eurocurrency Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (ix) the obligations of the Banks to make new Eurodollar make, continue or convert Eurocurrency Loans or to convert outstanding Loans into Eurodollar Loans in such Agreed Currency shall be suspended suspended, and (iiy) if the Agreed Currency is Dollars, each outstanding Eurodollar Loan, as the case may be, affected Loan shall be converted into a Base Floating Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the relevant Borrower notifies the Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar such Eurocurrency 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 Floating Rate Borrowing.

Change in Circumstances. SECTION 8.01 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 Eurodollar LoanEuro-Dollar Loans: (a) the Administrative Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars (dollars in the applicable amounts) amounts are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or (b) Lenders having at least 50% in aggregate amount of the Majority Banks Commitments advise the Administrative Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Administrative Agent will 56 not adequately and fairly reflect the cost to such Banks Lenders of funding their Eurodollar 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 new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 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 Eurodollar LoanEuro-Dollar Borrowing: (a) the Agent is advised by the Eurodollar Reference Bank determines that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Agent in the relevant market for such Interest Period, or (b) Banks having 50% or more of the Majority Banks aggregate amount of the Commitments advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans or to convert outstanding Loans into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar 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 theretosuspended. Unless the Borrower notifies the Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar Euro-Dollar 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 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar LoanEuro- Dollar Loan or Money Market Loan based on a Euro-Dollar Rate: (a) the Agent is advised by the Eurodollar Euro-Dollar Reference Bank Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or (b) Banks having 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar Rate Euro-Dollar Rate, as determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans Euro-Dollar Loans, or to convert outstanding Loans into Eurodollar Loans Euro-Dollar Loans, shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 a Borrower notifies the Agent at least one (1) two Base Rate Business Day Days before the date of any Eurodollar Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given by such Borrower that it elects not to borrow on such date, (x) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing and (y) if such Fixed Rate Borrowing is a Money Market Borrowing based on a Euro-Dollar Rate, 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 Base Rate for such day.

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 Eurodollar LoanEuro-Dollar Borrowing: (a) the Agent is advised by the Eurodollar Reference Bank determines that deposits in Dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of either the Majority Banks aggregate Commitments or the aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar Rate London Interbank Offered Rate, as determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar 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 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Eurodollar Euro-Dollar Loan: (a) the Administrative Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or (b) Lenders having 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted Eurodollar 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 Eurodollar 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 new Eurodollar Loans or to convert outstanding Loans into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 UnfairBASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Eurodollar LoanBorrowing consisting of Euro-Dollar Loans: (a) the Administrative Agent is advised by the Eurodollar Reference Bank Required Lenders that deposits in Dollars (and in the applicable amounts) required amounts are not being offered to the Eurodollar Reference Bank Lenders in the relevant market for such Interest Period, or (b) the Majority Banks Required Lenders advise the Administrative Agent that the Adjusted Eurodollar Rate London Interbank Offered Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Eurodollar 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 new Eurodollar Loans or to convert outstanding Loans into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar 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 theretosuspended. Unless the Borrower notifies the Administrative Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar Borrowing consisting of Euro-Dollar Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Change in Circumstances. SECTION 8.01 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 Eurodollar Euro-Dollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or (b) Lenders having 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 Borrowers notify the Agent at least one (1) two Domestic Business Day Days before the date of any Eurodollar 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 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Eurodollar Euro-Dollar Loan: (a) the The Agent is advised by the Eurodollar Reference Bank Lenders that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Lenders in the relevant London interbank market for such Interest Period, or (b) Lenders holding 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one two (12) Business Day Days before the date of any Eurodollar 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 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 Eurodollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank that deposits in Dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant market for such Interest Period, or (b) the Majority Banks advise the Agent that the Adjusted Eurodollar Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Loans or to convert outstanding Loans into Eurodollar Loans shall be suspended and (ii) each outstanding Eurodollar 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. Unless the Borrower notifies the Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

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 before the first day of any Interest Period for any Eurodollar Euro-Dollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Banks in the relevant London interbank market for such Interest Period, or (b) Banks holding 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar 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 Base Rate Borrowing.

Change in Circumstances. SECTION 8.01 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 Eurodollar Euro-Dollar Loan: (a) the Agent is advised by the Eurodollar Reference Bank Banks that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank Banks in the relevant London interbank market for such Interest Period, or (b) Banks holding 50% or more of the Majority Banks aggregate principal amount of the affected Loans advise the Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make new Eurodollar Euro-Dollar Loans or to continue or convert outstanding Loans as or into Eurodollar Euro-Dollar Loans shall be suspended and (ii) each outstanding Eurodollar Loan, as the case may be, 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 one (1) two Domestic Business Day Days before the date of any Eurodollar 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 Base Rate Borrowing.

Change in Circumstances. SECTION 8.01 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 Eurodollar LoanEuro-Dollar Borrowing: (a) the Administrative Agent is advised by the Eurodollar Reference Bank that deposits in Dollars dollars (in the applicable amounts) are not being offered to the Eurodollar Reference Bank in the relevant market for such Interest Period, or or (b) Banks having 50% or more of the Majority Banks aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted Eurodollar London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Eurodollar 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 new Eurodollar Loans Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) each outstanding Eurodollar LoanEuro-Dollar 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. Unless the Borrower notifies the Administrative Agent at least one two (12) Domestic Business Day Days before the date of any Eurodollar 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.