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 Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. 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 Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by determines, which determination shall be conclusive, that quotations of interest rates for the Reference Banks that relevant deposits referred to in the applicable currency (definition of "London Interbank Offered Rate" in the applicable amounts) Section 2.7 are not being offered to the Reference Banks provided in the London interbank market relevant amounts or for such Interest Period, the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans make, Continue or to convert outstanding Loans Convert into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on suspended. During any such suspension unless the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow borrow, Continue or Convert, as the case may be, on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as or Continued as, or Converted into, a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the CD Reference Banks or, under the circumstances contemplated by the final sentence of the definition of London Interbank Offered Rate, the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the such Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior 10.1 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR The Banks shall have no obligation to the first day of any Interest Period for any Euro-Dollar make a new Eurocurrency Loan, to extend an outstanding Eurocurrency Loan or Money Market LIBOR Loanto convert an outstanding Loan into a Eurocurrency Loan if the Administrative Agent determines that: (a) the Agent is advised by the Reference Banks that reason of circumstances generally affecting all interbank markets for deposits in the applicable currency in which the Eurocurrency Loan has been requested to be denominated (in the applicable amounts) ), LIBO Rates for such deposits are not being offered to the Reference Banks in for a term equal to any Interest Period for which such new Loan, extended Loan or converted Loan shall be requested by the London interbank market for such Interest Period, orCompany or an Affiliate; (b) in based on notice received from the case of a Committed BorrowingRequired Banks, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered LIBO Rate as determined by the Agent will not adequately and fairly reflect the cost to such the Banks of maintaining or funding their Euro-Dollar Loans for such Interest Periodnew Loan, extended Loan or converted Loan as shall be requested by the Company or an Affiliate; (c) deposits in the applicable currency are not generally available, or cannot be obtained by the Banks, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an "Affected Foreign Currency"). Upon any such determination, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof to the Company and the BanksBanks as soon as practicable. If such notice is given (y) pursuant to clause (a) or (b) of this Section 10.1 in respect of Eurocurrency Loans denominated in United States dollars, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, then (i) any Eurocurrency Loans denominated in United States dollars requested to be made on the obligations first day of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans such Interest Period shall be suspended and made as Base Rate Loans, (ii) each outstanding Euro-Dollar Loan any Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurocurrency Loans denominated in United States dollars shall be converted into a continued as Base Rate Loan Loans and (iii) any outstanding Eurocurrency Loans denominated in United States dollars shall be converted, on the last day of the then then-current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone Period, to Base Rate Loans and (confirmed z) in writing) before the date respect of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such dateForeign Currency Loans, thereby revoking such Notice of Borrowing, then (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead any Foreign Currency Loans in an Affected Foreign Currency requested to be made as a Base Rate Borrowing, on the first day of such Interest Period shall not be made and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing any outstanding Foreign Currency Loans in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing an Affected Foreign Currency shall bear interest for each day from be due and including payable on the first day of such Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans denominated in United States dollars or Foreign Currency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Company have the right to but excluding the last day of the Interest Period applicable thereto at the convert Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing Loans to Eurocurrency Loans denominated in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayUnited States dollars.

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-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 5066-2/3% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Syndicated Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBid Rate (Indexed) Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having holding 50% or more of the aggregate amount of the Commitments affected Loans advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon whereupon, until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist (which the Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or Unfair. -------------------------------------------------------- If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks has determined in good faith that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Administrative Agent in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent, or any Bank making a Money Market LIBOR Loan advises the Administrative Agent that the applicable Money Market Margin quoted by such Bank, will not adequately and fairly reflect the cost to such Banks Bank of funding their its Euro-Dollar Loans or the Money Market LIBOR Loans, as applicable, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Euro- Dollar Loans or to convert outstanding Loans into Euro-Dollar and Money Market LIBOR Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone at least two (confirmed in writing2) Domestic Business Days before the date of (i) any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) if such Fixed Rate Borrowing is a any Money Market LIBOR Borrowing in U.S. Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Eurocurrency Borrowing or Money Market LIBOR Swingline Loan, as applicable: (aA) the Agent is advised by or the Reference Banks Swingline Lender determines that deposits in the applicable currency Syndicated Currency (in the applicable amounts) or Agreed Swingline Currency, respectively, are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (bB) in the case of a Committed Borrowing, Banks having more than 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate Eurocurrency Reference Rate, as determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Eurocurrency Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrowers and the Banks, whereupon until the Agent notifies the Company Borrowers that the circumstances giving rise to such suspension no longer exist, (ix) the obligations of (i) the Banks to make Euro-Dollar make, continue or convert Eurocurrency Loans in such Syndicated Currency or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) the Swingline Lender to make, continue or convert Swingline Loans in such Agreed Swingline Currency, as applicable, shall be suspended, and (y) if the Syndicated Currency or Agreed Swingline Currency is Dollars, each outstanding Euro-Dollar 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 Company relevant Borrower notifies the Agent by telephone at least two (confirmed in writing2) Domestic Business Days before the date of any Fixed Rate such Eurocurrency Borrowing for which a Notice of Borrowing Borrowing, or any such Swingline Loan for which a Notice of Swingline Loan, has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Floating Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or Unfair. Unfair If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) Fixed Rate Borrowing in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Currency Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed BorrowingBorrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day, and (iii) if such Fixed Rate Borrowing is was to be denominated in a Money Market LIBOR Borrowing in Canadian DollarsForeign Currency, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such daynot be made.

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 Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) Loan the Agent is advised by the Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks generally available in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% period or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as cannot be determined by in accordance with the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Perioddefinition thereof, the Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or 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 and suspended, (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless , and (iii) unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. 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 Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by determines, which determination shall be conclusive, that quotations of interest rates for the Reference Banks that relevant deposits referred to in the applicable currency (definition of "London Interbank Offered Rate" in the applicable amounts) Section 2.7 are not being offered to the Reference Banks provided in the London interbank market relevant amounts or for such Interest Period, or the relevant maturities for purposes of determining rates of interest for Fixed Rate Loans as provided herein; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans make, Continue or to convert outstanding Loans Convert into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on suspended. During any such suspension unless the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow borrow, Continue or Convert, as the case may be, on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as or Continued as, or Converted into, a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01Section 8.01 . Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Loans: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank Interbank market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrowers and the Banks, whereupon until the Agent notifies the Company Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company a Borrower notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loans, Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into Euro-CD Loans or Euro- Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining 5.1 Impossibility; Interest Rate Inadequate or Unfair. . (a) If on or prior to before the first day beginning of any Eurodollar Rate Interest Period for or any Euro-Dollar Loan or Money Market LIBOR LoanCD Rate Interest Period: (ai) the Agent is advised by the either Reference Banks Bank that deposits in the applicable currency Dollars (in the applicable amounts) are not being offered to the such Reference Banks Bank in the London interbank relevant market for such Eurodollar Rate Interest Period or CD Rate Interest Period, as the case may be, or (bii) in the case of a Committed Borrowing, Required Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Eurodollar Base Rate as determined by or the Agent CD Base Rate will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans maintaining, making or funding, for such Eurodollar Rate Interest Period or CD Rate Interest Period, Eurodollar Rate Loans or CD Rate Loans, as the case may be, to which such Eurodollar Rate Interest Period or CD Rate Interest Period applies, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations obligations, if any, of the Banks to make Euro-Dollar Eurodollar Rate Loans or to convert outstanding Loans into Euro-Dollar Loans CD Rate Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base suspended. In the case of Eurodollar Rate Loan on the last day of the then current Interest Period applicable thereto. Unless Loans, unless the Company notifies the Agent by telephone (confirmed in writingi) not later than 11:00 a.m. (Detroit time) on the second Business Day before the date beginning of any Fixed such Eurodollar Rate Interest Period that the Company elects that the Borrowing shall be a CD Rate Borrowing for which a Notice or (ii) not later than 3:00 p.m. (Detroit time) on the Business Day before the beginning of Borrowing has previously been given such Eurodollar Rate Interest Period that it the Company elects not to borrow on such date, thereby revoking such Notice Borrowing shall, subject to the provisions of Section 8.1, be a Floating Rate Borrowing. In the case of CD Rate Loans, unless the Company notifies the Agent not later than 3:00 p.m. (iDetroit time) if on the first Business Day before the beginning of such Fixed CD Rate Borrowing is a Committed BorrowingInterest Period that the Company elects not to borrow on such date, such Borrowing shall, subject to the provisions of Section 8.1, be a Floating Rate Borrowing. Promptly after the Agent receives any such notice from the Company under this Section 5.1(a), the Agent shall instead notify each Bank of the contents thereof. Any such notice from the Company shall be made irrevocable once the Agent begins notifying any Bank of the contents thereof. (b) If deposits in Dollars (in the applicable amounts) are not being offered to a Reference Bank in the relevant market for any Eurodollar Rate Interest Period or CD Rate Interest Period, by reason of circumstances affecting such Reference Bank and not affecting the London or Nassau interbank market or the United States market for certificates of deposit, as the case may be, generally, the Agent shall, in consultation with the Company and with the consent of the Required Banks, appoint another Bank to act as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayReference Bank hereunder.

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 Loan Borrowing or Money Market LIBOR LoanBorrowing: (a) the Lead Agent is advised by the Reference Banks Bank that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Bank in the London interbank relevant market for such Interest Period, ; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments in the case of Euro-Dollar Loans or the applicable Bank or Designated Lender, as the case may be, in the case of Money Market LIBOR Loans, advise the Lead Agent that the Adjusted London Interbank Offered Rate as determined by the Lead Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans or Money Market LIBOR Loans, as the case may be, for such Interest Period, then the Lead Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Lead Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Money Market LIBOR Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Lead Agent by telephone at least two (confirmed in writing2) Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) If after the Agent is advised by date of this Agreement, there shall have occurred the Reference Banks that deposits adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the applicable currency interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, that a Lender has reasonably determined has or would have the effect of reducing the rate of return on the Lender's capital or the capital of its direct or indirect holding company or the capital of the Lender's source of funding to a level below that which such Lender or its holding company or its funding source would have achieved but for such adoption, change or compliance (taking into consideration such Lender's or its holding company's or its funding source's policies with respect to capital adequacy) by an amount which such Lender, in its reasonable judgment, shall deem material, then from time to time, the applicable amounts) are not being offered Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company or its funding source for such reduction. A certificate as to such amounts submitted to the Reference Banks in the London interbank market Borrowers by such Lender shall be conclusive and binding for such Interest Periodpurposes, orabsent manifest error; provided, however, that the determination of such additional amount or amounts shall be made in good faith in a manner generally consistent with such Lender's standard practice. (b) If after the date of this Agreement, there shall have occurred the adoption of any applicable law, rule or regulation regarding the maintenance of reserves, special deposits, compulsory loans or similar requirements against assets held by, deposits or liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office, affiliate or funding source of such Lender which is not otherwise included in the case of a Committed Borrowing, Banks having 50% or more determination of the aggregate amount Interest Rate hereunder, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, that a Lender has reasonably determined has or would have the effect of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect increasing the cost to such Banks of Lender or such Lender's direct or indirect holding company or such Lender's funding their Euro-Dollar Loans source, by an amount which such Lender deems to be material, with respect to making, continuing or maintaining the LIBOR Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the applicable Borrower shall promptly pay such Lender, upon its demand, any additional amount or amounts as will compensate such Lender or holding company or funding source for such Interest Periodincreased cost or reduced amount receivable. A certificate as to such amounts submitted to such Borrower by such Lender shall be conclusive and binding for such purposes, the Agent shall forthwith give notice thereof to the Company and the Banksabsent manifest error; provided, whereupon until the Agent notifies the Company however, that the circumstances giving rise to determination of such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans additional amount or to convert outstanding Loans into Euro-Dollar Loans amounts shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into made in good faith in a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on manner generally consistent with such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayLender's standard practice.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having holding 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans dollar Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 5066-2/3% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBid Rate (Indexed) Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. 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 Euro-Dollar Loan or Money Market LIBOR LoanSpread Borrowing: (a) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market Eurocurrency Rate for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Eurocurrency Rate as determined by the Agent for such Interest Period will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Dollar Spread Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Spread Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Business Days before the date of any Fixed Rate Spread Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Spread Borrowing is a Committed Euro-Dollar Borrowing or a Committed Alternate Currency Borrowing, such Borrowing shall instead be made as a Committed Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Spread Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsMargin Auction Borrowing, the Money Market LIBOR Margin Auction Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate If after the date hereof the introduction of or Unfair. If on any change in any Applicable Law relating to any Lender (the “Advising Lender”), or prior any change in the interpretation or application thereof by any Governmental Authority: 12.1.1 subjects the Advising Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes or changes the basis of taxation of payments due to the first day Advising Lender or increases any existing Taxes on payments of the Obligations (other than Excluded Taxes or Taxes for which an amount was paid by the Borrower pursuant to Section 12.2); 12.1.2 imposes, modifies or deems applicable any Interest Period reserve, liquidity, cash margin, capital adequacy, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any Euro-Dollar other acquisition of funds for loans by, the Advising Lender; 12.1.3 imposes any Taxes on reserves in respect of the undrawn portion of the Advising Lender’s Rateable Portion of the Credit Facilities; 12.1.4 imposes on the Advising Lender or requires there to be maintained by the Advising Lender any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects the Advising Lender’s allocation of capital resources to its obligations) in respect of the Advising Lender’s obligations hereunder or imposes any other condition or requirement with respect to the maintenance by the Advising Lender of a contingent liability with respect to the Advising Lender’s Bankers’ Acceptance issued by it hereunder; or 12.1.5 imposes on the Advising Lender any other condition or requirement with respect to this Agreement or the Credit Facilities (other than Excluded Taxes); in each case in excess of such requirements or conditions which were in effect on the Initial Advance Date and such occurrence has the effect of: 12.1.6 increasing the cost to the Advising Lender of agreeing to make or making, maintaining or funding the Credit Facilities, any Advance, any Loan or Money Market LIBOR Loan:any portion thereof; (a) 12.1.7 reducing the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise Obligations; 12.1.8 directly or indirectly reducing the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost effective return to such Banks Advising Lender under this Agreement or on its overall capital as a result of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations entering into this Agreement or as a result of any of the Banks to make Euro-Dollar Loans transactions or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and obligations contemplated by this Agreement (ii) each outstanding Euro-Dollar Loan shall be converted into other than a Base Rate Loan reduction resulting from a higher rate of income tax being imposed on the last day of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed Advising Lender’s overall income or capital in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.relevant jurisdiction); or

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 CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to convert outstanding Loans into or continue outstanding Loans as CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanLoans of any Class: (a) the Administrative Agent is advised by the Reference Banks Lenders that deposits in the applicable currency (dollars in the applicable amounts) amounts are not being offered to the Reference Banks Lenders in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having at least 50% or more of the in aggregate amount of the Commitments of such Class (or, in the case of Term Lenders after the Closing Date, holding at least 50% of the aggregate outstanding principal amount of the affected Class of Term Loans) advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan of the affected Class shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Adjusted Xxxxxx Xxxxxxxxx Xxfered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. -------------------------------------------------------- (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Fixed Rate Borrowing (other than a Money Market LIBOR Rate Loan:): (a1) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b2) in the case of a Committed Borrowing, Required Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans or Money Market LIBOR Loans, as the case may be, for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension notice no longer exist, : (iA) the obligations New York Interbank Offered Rate shall replace the London Interbank Offered Rate for purposes of the Banks to make interest rate determinations hereunder for Euro-Dollar Loans or Currency Borrowings and Money Market LIBOR Borrowings for such Interest Period (and all references herein to convert outstanding Loans into Euro-Dollar Loans shall the London interbank market and the London Interbank Offered Rate for such purposes shall, unless the context otherwise requires, be suspended deemed to be references to the New York interbank market and the New York Interbank Offered Rate, respectively), as the case may be, and (iiB) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on unless the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking date or that it elects to borrow in another currency such Notice of Borrowing, that clause (1) or (2) above is not applicable thereto, (i) if such Fixed Rate Borrowing is a Committed Euro-Currency Borrowing, the interest rate for such Euro-Currency Borrowing shall be determined on the basis of the New York Interbank Offered Rate if all of the procedures set forth herein for a Euro-Currency Borrowing on such basis (including the required notice to the Banks) can be complied with at such time or, if clause (1) or (2) of this subsection is applicable to the New York Interbank Offered Rate at such time, such Euro-Currency Borrowing shall instead be made as a Base Rate Borrowing; provided that, if such Euro- -------- Currency Borrowing was to be denominated in a currency other than Dollars, the principal amount of the Base Rate Borrowing shall be the Dollar Amount of the principal amount of such Euro-Currency Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the interest rate for such Money Market LIBOR Borrowing in U.S. Dollarsshall be determined on the basis of the New York Interbank Offered Rate if all of the procedures set forth herein for a Money Market LIBOR Borrowing on such basis (including the required notice to the Banks) can be complied with at such time or, if clause (1) or (2) of this subsection is applicable to the New York Interbank Offered Rate at such time, the Money Market LIBOR Loans comprising such Borrowing shall be made in Dollars in a principal amount equal to the Dollar Amount of the principal amount of such Money Market LIBOR Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day. (b) If clause (1) or (2) of subsection (a) of this Section becomes applicable when the New York Interbank Offered Rate has replaced the London Interbank Offered Rate hereunder, then the Agent shall give notice to the Borrower of such condition and the Borrower and the Agent (iiiin consultation with the Banks) if such Fixed Rate Borrowing is shall promptly enter into negotiations in good faith with a view to agreeing upon an alternative basis (a "Substitute Basis") acceptable to the Borrower and the Banks for determining the interest rate which shall be applicable to the affected Euro-Currency Borrowings or Money Market LIBOR Borrowing in Canadian DollarsBorrowings, which rate shall reflect the cost to the Banks of maintaining such Euro-Currency Borrowings plus the applicable Syndicated Margin or maintaining such Money Market LIBOR Loans plus any applicable Money Market Margin, as the case may be. If, prior to the expiration of 20 days from the date of such notice by the Agent, the Borrower and the Banks shall agree upon a Substitute Basis, interest on such Euro-Currency Borrowings or Money Market Loans comprising LIBOR Borrowings for the affected Interest Periods commencing during the period beginning two Euro-Currency Business Days after the date of such Borrowing notice and ending on the date three Euro-Currency Business Days after the Agent notifies the Borrower and the Banks that the condition specified in clause (1) or (2) of subsection (a) of this Section has ceased to be in effect shall bear interest for be determined on such Substitute Basis. If no such agreement has been reached by the expiration of such 20-day period, the Agent shall so notify the Banks and each day from and including Bank shall, within ten days after the first day to but excluding date of such notice, notify the last day Borrower (through the Agent) of the rate (or the basis of determining the rate) at which it is prepared to maintain such Euro-Currency Borrowings or Money Market LIBOR Borrowings held by it hereunder for the affected Interest Period Periods (which rate shall reflect the cost to such Bank of maintaining such Borrowings plus the applicable Syndicated Margin or plus any applicable positive Money Market Margin, as the case may be) and such rate (or basis) shall be applicable to such Euro-Currency Borrowings or Money Market LIBOR Borrowings, as the case may be, held by it for the affected Interest Periods applicable thereto referred to in the preceding sentence. The Agent shall determine the total amount of interest payable by the Borrower on each date for the payment of interest hereunder determined in accordance with this subsection (b) (to the extent it has received the necessary information from the Banks) and notify the Borrower of such total amount (provided that no Bank's right to receive any interest payable to it hereunder shall be impaired by its failure to provide such information to the Agent). The Borrower shall have the right at any time to suspend the Canadian Prime Rate for such dayobligation of each Bank notifying a rate (or basis) pursuant to the second preceding sentence of this subsection to make Euro-Currency Loans.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having holding 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market Competitive Bid LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if i)if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iiiz) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. 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-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Section 8.01 Basis for Determining Interest Rate Inadequate or Unfair. . (a) If on or prior to the first day of any Interest Period for any Borrowing of Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest PeriodLoans, or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the BanksLenders (which notice may be telephonic), whereupon the obligations of the Lenders to make Euro-Dollar Loans shall be suspended until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer existexists. Unless the Borrower, (i) at its option, notifies the obligations Administrative Agent at least one Domestic Business Day before the date of the Banks to make a Borrowing of Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, and the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day day, to but excluding the last day day, of the Interest Period applicable thereto at the Base Rate. (b) If Dow Jones Markets Telerate Page 3750 is unavailable and fewer than two Rxxxxxnce Banks furnish timely information to the Administrative Agent for determining the Euro-Dollar Rate for any Euro-Dollar Loan, (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such day and Euro-Dollar Loans, (iiiii) if with respect to Euro-Dollar Loans, each such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian DollarsLoan will automatically, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding on the last day of the then existing Interest Period applicable thereto at therefor, be prepaid by the Canadian Prime Borrower or be automatically Converted into a Base Rate for Loan (or if such dayLoan is then a Base Rate Loan, will continue as a Base Rate Loan), and (iii) the obligation of the Lenders to make Euro-Dollar Loans, or to Convert Loans into Euro-Dollar Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If (i) on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: 43 39 Loan the Agent determines (awhich determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not generally available in the London interbank market for such period or that the London Interbank Offered Rate cannot be determined in accordance with the definition thereof, or (ii) on or prior to the first day of any Interest Period for any CD Loan the Agent is advised by each of the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to each of the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may be, or to convert outstanding Base Rate Loans into CD Loans or Euro-Dollar Loans, as the case may be, or to convert outstanding CD Loans or Euro-Dollar Loans into CD Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, with a different Interest Period shall be suspended and suspended, (ii) each outstanding CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless , and (iii) unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate CD Borrowing, Euro-Dollar Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed CD Borrowing or a Euro-Dollar Borrowing, as the case may be, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency Dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that that, by reason of adverse conditions generally affecting either the certificate of deposit market in the United States or the London interbank market, the Adjusted CD Rate or the Adjusted London Interbank Offered Rate (as the case may be) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into Euro-CD Loans or Euro- Dollar Loans shall be suspended and (ii) each outstanding Euro-CD Loan or Euro- Dollar Loan 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 Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day. Promptly after the Administrative Agent and the Banks reasonably determine that the circumstances giving rise to a notice pursuant to subsection (iiib) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollarsabove no longer exist, the Money Market Loans comprising such Borrowing Administrative Agent shall bear interest for each day from notify the Borrower, and including the first day to but excluding the last day obligation of the Interest Period applicable thereto at the Canadian Prime Rate for such dayBanks to make, convert and continue Euro-Dollar Loans and CD Loans shall be reinstated.

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 Loan or Fixed Rate Borrowing (other than Money Market LIBOR Loan:Absolute Rate Borrowings): (a) the Agent is advised by the Reference Banks notify (stating the reason therefor) the Administrative Agent that deposits in the applicable currency Dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise notify (stating the reason therefor) the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any 66 Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Reference 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 CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of 43 48 any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) If Bank determines (which determination shall be made in good faith and shall be conclusive and binding upon Borrower) that (i) adequate and reasonable means do not or will not exist for ascertaining the Agent is advised by the Reference Banks that interest rate, (ii) Dollar deposits in the applicable currency (in relevant amounts and for the applicable amounts) relevant Interest Period are not being offered available to the Reference Banks Bank in the London interbank market for such Interest Periodmarket, or or (biii) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered LIBO Rate as determined by the Agent will does not adequately and fairly accurately reflect the cost of funds to such Banks of funding their Euro-Dollar Loans for such Interest PeriodBank, the Agent then Bank shall forthwith give notice thereof of such determination to the Company and the BanksBorrower, whereupon whereupon, until the Agent Bank notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations obligation of the Banks Bank to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans permit an Adjusted LIBO Rate election shall be suspended and (ii) each outstanding Euro-Dollar Loan the Adjusted LIBO Rate shall be converted into a Base Rate Loan on the last day of the then current applicable Interest Period applicable thereto. Unless to the Company notifies the Agent by telephone Adjusted Prime Rate. (confirmed in writingb) before If after the date of this Agreement the introduction of or any Fixed Rate Borrowing change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance by Bank with any request or directive (whether or not having the force of law) of any authority makes it unlawful or not reasonably possible for which Bank (or its Lending Office) to make, maintain or fund the Loan, Bank shall forthwith give notice thereof to Borrower. Before giving any notice pursuant to this Section, Bank shall if possible designate a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) different Lending Office if such Fixed Rate Borrowing is a Committed Borrowing, designation will avoid the need for giving such Borrowing shall instead notice and in Bank's sole judgment will not be made as a Base Rate Borrowing, (ii) if otherwise disadvantageous to Bank. Upon receipt of such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollarsnotice, the Money Market LIBOR Loans comprising such Borrowing shall bear interest Adjusted Prime Rate will be substituted for each day from and including the first day Adjusted LIBO Rate. If circumstances subsequently change so that Bank is not further affected, the obligation to but excluding the last day permit election of the Interest Period applicable thereto at the Base Adjusted LIBO Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day be reinstated upon written request of the Interest Period applicable thereto at the Canadian Prime Rate for such dayBorrower.

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-Dollar Currency Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable relevant currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Currency Loans, Banks having holding 50% or more of the aggregate amount of the Commitments affected Loans advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon whereupon, until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist (which the Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Banks to make Euro-Dollar Currency Loans in the relevant currency, or to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans in the relevant currency, shall be suspended and (ii) each outstanding Euro-Dollar Currency Loan in the relevant currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in an equal Dollar Amount and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is unable to obtain the relevant London Interbank Offered Rate from the "Telerate British Banks Assoc. Interest Settlement Rates Page" and the Administrative Agent is advised by the Reference Banks Bank that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Bank in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans Loan for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, then (i) the obligations of the Banks to make Euro-Dollar Loans or to convert continue outstanding Loans into as Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless ; provided, however, if the Company notifies events described above shall occur, the Agent portion of the Loan held by telephone (confirmed in writing) before a Bank organized under the date laws of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects Mexico shall not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as converted into a Base Rate Borrowing, (ii) Loan if such Fixed Rate Borrowing is conversion would violate any applicable law, and such portion of the Loan shall continue as a Money Market LIBOR Borrowing in U.S. DollarsEuro-Dollar Loan; provided, further, that if such Bank continues its portion of the Loan as a Euro-Dollar Loan, the Money Market LIBOR Loans comprising Applicable Margin shall be increased or decreased, as necessary, so that the annual interest rate applicable to such Borrowing shall bear interest for each day from and including the first day to but excluding the last day portion of the Interest Period Loan shall equal the annual interest rate applicable thereto at to the other portion of the Loan which has been converted from a Euro-Dollar Loan into a Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day Loan pursuant to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such daythis Section 8.01(b).

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or UnfairSection 8.01 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks Majority Lenders that deposits in the applicable currency (Dollars and in the applicable amounts) required amounts are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, , (c) the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Change in Circumstances. SECTION 8.01Section 8.1. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to before the first day of any Interest Period for any Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency (dollars in the applicable amounts) amounts are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having more than 50% or more of in the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Euro- Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan Loan, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate affected Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks Lenders that deposits in the applicable currency (dollars in the applicable amounts) amounts are not being offered to the Reference Banks Lenders in the London interbank market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks Lenders having at least 50% or more of the in aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Company Borrower and the Lenders that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate affected Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 50% 66*% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Euro- Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBid Rate (Indexed) Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to before the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanCurrency Loans of any Class: (a) the Administrative Agent is advised by the Reference Banks Lender that deposits in the applicable relevant currency (in the applicable amounts) amounts are not being offered to the Reference Banks Lender in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having at least 50% or more of the in aggregate amount of the Commitments of such Class (or, in the case of Term Lenders after the Effective Date, holding at least 50% in aggregate amount of the Term Loans then outstanding) advise the Administrative Agent that the London Interbank Offered Rate for the relevant currency, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans in such currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer existexist (which notice the Administrative Agent shall give promptly), (i) the obligations of the Banks Lenders to make Euro-Dollar Currency Loans or in the relevant currency, to continue Euro-Currency Loans in the relevant currency for an additional Interest Period or, if the relevant currency is U.S. Dollars, to convert outstanding U.S. Dollar-Denominated Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended and suspended, (ii) if the relevant currency is U.S. Dollars, each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto and (iii) if the relevant currency is Euros, each outstanding Euro Revolving Loan shall be repaid on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected U.S. Dollar-Denominated Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Currency Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) and amounts are not being offered to the such Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Currency Loans, Banks Lenders having at least 50% or more of the in aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar such Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Alcan and the BanksLenders, whereupon until the Administrative Agent notifies the Company Alcan that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Currency Loans in the affected currency or to continue outstanding Euro-Currency Loans in such currency for an additional Interest Period (or, if Dollars are affected, to convert outstanding Base Rate Loans into to Euro-Dollar Loans Loans) shall be suspended and (ii) each outstanding Euro-Dollar Currency Loan in such currency shall be converted into to a Base Rate Loan at the Spot Conversion Rate on the last day of the then current Interest Period applicable thereto. Unless the Company relevant Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing comprised of Euro-Currency Loans for which a Notice of Borrowing has previously been given that it elects not to borrow such Borrowing on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Borrowing comprised of Base Rate Loans in the same aggregate Dollar Amount as the requested Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 5066-2/3% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Syndicated Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBid Rate (Indexed) Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Section 11.1 [Reserved]. Section 11.1 Basis for Determining Interest Rate Inadequate or Unfair; LIBOR Transition Event. If In the case of Eurodollar Rate Loans, if on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanPeriod: (a) Unless a LIBOR Transition Event and its related LIBOR Replacement Date has occurred, (i) the Administrative Agent is advised unable to obtain a quotation for the London Interbank Offered Rate as contemplated by Section 2.5; or (ii) the Reference Banks Majority Lenders advise the Administrative Agent that deposits as a result of changes arising after the date of this Agreement the London Interbank Offered Rate they have determined, in their commercially reasonable judgment, that a material disruption to LIBOR or a change in the applicable currency (in methodology of calculating LIBOR has occurred or the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments Majority Lenders advise the Administrative Agent that as a result of changes arising after the date of this Agreement the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding or maintaining their Euro-Dollar Eurodollar Rate Loans for such Interest Period, in each case the Administrative Agent shall forthwith give notice thereof (by telephone confirmed in writing) to the Company Borrower, the Lenders and the BanksCollateral Agent, whereupon until the Administrative Agent notifies the Company Borrower and the Collateral Agent that the circumstances giving rise to such suspension no longer exist, the obligations (if any) of the Lenders to make Eurodollar Rate Loans shall be fulfilled based on LIBOR in effect for the prior Interest Period; provided if such period of unavailability continues for more than 30 days, then on the close of business on the 30th day, a LIBOR Transition Event shall have been deemed to occur and the following day shall be considered the LIBOR Replacement Date. (b) If a LIBOR Transition Event and its related LIBOR Replacement Date have occurred, then the Administrative Agent and the Borrower may choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.5), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the 10th Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such 10th Business Day, a written notice from the Majority Lenders stating that such Lenders object to such amendment. Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the obligations then-current market practices for determining and implementing a rate of interest for newly originated loans in the Banks United States, loans converted from a LIBOR-based rate to make Euroa replacement index-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended based rate and consistent with market practices in the market for collateralized loan obligations, and (ii) may also reflect adjustments, to the extent consistent with market practices in the collateralized loan obligations market, to account for (x) the effects of the transition from LIBOR to the replacement index and (y) yield- or risk-based differences between LIBOR and the replacement index. Any selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement will be after consultation and agreement of the Borrower, which agreement will not be unreasonably withheld or delayed. Until an amendment reflecting a new replacement index in accordance with this Section 11.1 is effective, each outstanding Euro-Dollar advance, conversion and renewal of a Loan will continue to bear interest with reference to LIBOR and if no such rate is provided, as set forth in the definition thereof, LIBOR for such Interest Period will be LIBOR in effect for the prior Interest Period; provided however if the parties have not executed an amendment within 30 days from the occurrence of the related LIBOR Transition Event, then instead of referring to LIBOR in effect for the prior Interest Period, LIBOR will be replaced with the single reference rate that is used in calculating the interest rate of the highest percentage (by par amount) of the Floating Rate Obligations then held by the Borrower (which the Borrower shall (at the direction of the Services Provider) provide written evidence of to the Administrative Agent) plus the reference rate modifier (which shall include, as applicable, an adjustment to make such alternative reference rate the quarterly equivalent thereof). Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be converted into a Base Rate Loan on the last day deemed to be zero for purposes of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such daythis Agreement.

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 Currency Loan or Money Market Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable relevant currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Currency Loans, Banks Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans in the relevant currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Currency Loans in the relevant currency or to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans in the relevant currency, as the case may be, shall be suspended and suspended, (ii) each outstanding Euro-Dollar Currency Loan shall be prepaid (or in the case of an affected Loan denominated in dollars, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless , (iii) unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iiiiv) if such Fixed Rate Borrowing is any request for a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing Committed Alternative Currency Loan shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such daybe ineffective.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. Unfair .. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue such Loans for an additional Interest Period, or to convert outstanding Loans into Euro-Dollar Loans Loans, shall be supended and (ii) each outstanding Euro-Dollar Loan shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate affected Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loans, Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01Section VIII.1. Basis for Determining Interest Rate Inadequate or ------------------------------------------------- Unfair. If on or prior to the first day of any Interest Period for any Euro-Euro- ------ Dollar Loan Borrowing or Money Market LIBOR LoanBorrowing: (a) the Lead Agent is advised by the Reference Banks Bank that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Bank in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments affected Loans advise the Lead Agent that the Adjusted London Interbank Offered Rate as determined by the Lead Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Lead Agent shall 116 forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Lead Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended suspended, and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Lead Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

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

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 Loan or Money Market LIBOR LoanFixed Rate Loans: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended 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 Company notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks Lenders that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Lenders in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks Lenders having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, to such Borrower as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, , (c) the Administrative Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in the same aggregate amount as the requested Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall be made in the same aggregate amount as the requested Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. 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-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having more than 50% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBid Rate (Indexed) Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining 5.1 Impossibility; Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan:. (a) If before the beginning of any Eurodollar Rate Interest Period: (i) the Administrative Agent is advised by the any Reference Banks Bank that deposits in the applicable currency Dollars (in the applicable amounts) are not being offered to the such Reference Banks Bank in the London interbank relevant market for such Eurodollar Rate Interest Period, or (bii) in the case of a Committed Borrowing, Required Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Eurodollar Base Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans maintaining, making or funding, for such Eurodollar Rate Interest Period, Eurodollar Rate Syndicated Loans to which such Eurodollar Rate Interest Period applies, the Administrative Agent shall forthwith give notice thereof to the Company Borrowers and the Banks, whereupon until the Administrative Agent notifies the Company Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations obligations, if any, of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Eurodollar Rate Loans, as the case may be, shall be suspended and suspended. In the case of Eurodollar Rate Loans, unless the Borrowers notify the Administrative Agent not later than 3:00 p.m. (iiDetroit time) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day Business Day before the beginning of the then current such Eurodollar Rate Interest Period applicable thereto. Unless that the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects Borrowers elect not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall, subject to the provisions of Section 8.1, be a Floating Rate Borrowing. Promptly after the Administrative Agent receives any such notice from the Borrowers under this Section 5.1(a), the Administrative Agent shall instead notify each Bank of the contents thereof. Any such notice from the Borrowers shall be made irrevocable once the Administrative Agent begins notifying any Bank of the contents thereof. (b) If deposits in Dollars (in the applicable amounts) are not being offered to a Reference Bank in the relevant market for any Eurodollar Rate Interest Period, by reason of circumstances affecting such Reference Bank and not affecting the London or Nassau Interbank Market, generally, the Administrative Agent shall, in consultation with the Borrowers and with the consent of the Required Banks, appoint another Bank to act as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayReference Bank hereunder.

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 CD Loan, ------ Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make or continue CD Loans or Euro-Dollar Loans Loans, as the case may be, or to convert outstanding Loans into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01Section 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBorrowing: (a) the Administrative Agent is advised by the Reference Banks Bank that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Bank in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administra tive Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended suspended, and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan 104 on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsEuro-Dollar Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01Section 8.1. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or UnfairBASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to before the first day of any Interest Period for any CD Loans, Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (dollars in the applicable amounts) amounts are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having more than 50% or more of the in aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or or 62 (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Fixed Rate Borrowing (except a Money Market LIBOR Loan:Absolute Rate Borrowing): (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing pursuant to Article II and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loans, Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, 75 81 the Administrative Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01If at any time it shall become unlawful or contrary to any regulation (whether or not having the force of law) for the Lender to maintain the Advances or any part thereof, the Lender shall so certify to the Borrower by way of a written notice. Basis Upon receipt of such written notice, the Borrower and the Lender shall negotiate in good faith for Determining Interest Rate Inadequate or Unfaira period up to, but not exceeding thirty (30) days with a view to the Lender making available the Advances in a manner free of such sanctions. If upon the expiration of such a period, the Lender remains unable to continue the Advances on or prior the agreed upon revised terms, the Lender may, by written notice, to the first day of any Interest Period for any Euro-Dollar Loan Borrower, declare its obligations to be terminated on a date specified in the notice whereupon the Lender’s commitments shall cease and the Borrower shall forthwith (or Money Market LIBOR Loan: (a) the Agent is advised as specified by the Reference Banks that deposits in the applicable currency (in the applicable amountsLender) are not being offered prepay all Advances with accrued interest and all other reasonable amounts payable to the Reference Banks in Lender under this Agreement and the London interbank market transactions it contemplates, (such reasonable amounts with any reasonable costs incurred by Lender for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more termination of the aggregate amount funding arrangements, (e.g. “break-funding” costs related to the Lender’s cancellation or prepayment of existing funding arrangements)), any reasonable documented, and out-of-pocket legal or business costs incurred by the Commitments advise Lender in order to investigate, assess, attempt to maintain or terminate the Agent that the London Interbank Offered Rate Loan, as mandated by competent authorities or reasonably determined by the Agent will not adequately Lender to be necessary and fairly reflect desirable and any other reasonable documented out-of-pocket costs, unforeseen by the cost to such Banks Lender as of funding their Euro-Dollar Loans for such Interest Periodthe Original Effective Date hereof, the Agent shall forthwith give notice thereof directly related to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations purpose of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period this applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such daysection.

Change in Circumstances. SECTION 8.019.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, ; or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 CD Loans or Euro-Dollar Loans Currency Loans, as the case may be, for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension suspen sion no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Currency Loans, as the case may be, or to convert outstanding Committed Loans into CD Loans or Euro-Dollar Loans Currency Loans, as the case may be, shall be suspended and suspended, (ii) each outstanding Euro-Dollar Committed Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless , and (iii) unless the Company applicable Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed CD Borrowing or a Euro-Currency Borrowing, as the case may be, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Fixed Rate Borrowing Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered LIBOR Rate as -61- determined by the Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest PeriodPeriod or that the LIBOR Base Rate is unavailable, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Currency Loans or to convert outstanding Committed Loans into Euro-Dollar Currency Loans shall be suspended and suspended, (ii) each outstanding Euro-Dollar Committed Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless , and (iii) unless the Company applicable Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (ix) if such Fixed Rate Borrowing is a Committed Borrowing, Euro-Currency Borrowing such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed plus the Base Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate Margin for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior 10.1 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR The Banks shall have no obligation to the first day of any Interest Period for any Euro-Dollar make a new Eurocurrency Loan, to extend an outstanding Eurocurrency Loan or Money Market LIBOR Loanto convert an outstanding Loan into a Eurocurrency Loan if the Administrative Agent determines that: (a) the Agent is advised by the Reference Banks that reason of circumstances generally affecting all interbank markets for deposits in the applicable currency in which the Eurocurrency Loan has been requested to be denominated (in the applicable amounts) ), LIBO Rates for such deposits are not being offered to the Reference Banks in for a term equal to any Interest Period for which such new Loan, extended Loan or converted Loan shall be requested by the London interbank market for such Interest Period, orCompany or an Affiliate; (b) in based on notice received from the case of a Committed BorrowingRequired Banks, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered LIBO Rate as determined by the Agent will not adequately and fairly reflect the cost to such the Banks of maintaining or funding their Euro-Dollar Loans for such Interest Periodnew Loan, extended Loan or converted Loan as shall be requested by the Company or an Affiliate; or (c) deposits in the applicable currency are not generally available, or cannot be obtained by the Banks, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an "Affected Foreign Currency"). Upon any such determination, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof to the Company and the BanksBanks as soon as practicable. If such notice is given (y) pursuant to clause (a) or (b) of this Section 10.1 in respect of Eurocurrency Loans denominated in United States dollars, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, then (i) any Eurocurrency Loans denominated in United States dollars requested to be made on the obligations first day of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans such Interest Period shall be suspended and made as Base Rate Loans, (ii) each outstanding Euro-Dollar Loan any Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurocurrency Loans denominated in United States dollars shall be converted into a continued as Base Rate Loan Loans and (iii) any outstanding Eurocurrency Loans denominated in United States dollars shall be converted, on the last day of the then then-current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone Period, to Base Rate Loans and (confirmed z) in writing) before the date respect of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such dateForeign Currency Loans, thereby revoking such Notice of Borrowing, then (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead any Foreign Currency Loans in an Affected Foreign Currency requested to be made as a Base Rate Borrowing, on the first day of such Interest Period shall not be made and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing any outstanding Foreign Currency Loans in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing an Affected Foreign Currency shall bear interest for each day from be due and including payable on the first day of such Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans denominated in United States dollars or Foreign Currency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Company have the right to but excluding the last day of the Interest Period applicable thereto at the convert Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing Loans to Eurocurrency Loans denominated in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayUnited States dollars.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair8.1 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks determines in good faith that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate Euro-Dollar Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Bank of funding their its Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of (i) any Fixed Rate EuroDollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) if such Fixed Rate Borrowing is a any Money Market LIBOR Borrowing in U.S. Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day. For purposes of this Section 8.1(b), in determining whether the Euro-Dollar Rate, as determined by Administrative Agent, will not adequately and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, fairly reflect the Money Market cost to any Bank of funding its Euro-Dollar Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayInterest Period, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. . (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Fixed Rate Borrowing (other than a Money Market LIBOR Absolute Rate Loan:): (a1) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b2) in the case of a Committed Borrowing, Required Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 CD Loans or Euro-Dollar Currency Loans or Money Market LIBOR Loans, as the case may be, for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, , (i) if such circumstances relate to CD Loans, the obligations of the Banks to make Euro-Dollar Loans make, or to continue or convert outstanding Loans into Euro-Dollar as or into, CD Loans shall be suspended and or (ii) each outstanding if such circumstances relate to the London Interbank Offered Rate, the New York Interbank Offered Rate shall replace the London Interbank Offered Rate for purposes of interest rate determinations hereunder for Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Currency Borrowings and Money Market LIBOR Borrowings for such Interest Period applicable thereto. Unless (and all references herein to the London interbank market and the London Interbank Offered Rate for such purposes shall, unless the context otherwise requires, be deemed to be references to the New York interbank market and the New York Interbank Offered Rate, respectively), as the case may be, and (B) unless the Company notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of the making or conversion or continuation of any Group of Fixed Rate Borrowing Loans for which a Notice of Borrowing or Notice of Interest Rate Election has previously been given that it elects not to borrow borrow, continue or convert (as the case may be) on such date, thereby revoking date or that it elects to do so in another currency such Notice of Borrowing, that clause (1) or (2) above is not applicable thereto, (i) if such Group of Fixed Rate Borrowing is a Committed BorrowingLoans consists of CD Loans, such Borrowing CD Loans shall instead be made made, converted into or continued (as the case may be) (x) as a Group of Euro-Currency Loans if the relevant Borrower so elects by notice to the Agent and all of the procedures set forth herein for making, converting into or continuing Euro-Currency Loans, as the case may be (including the required notice to the Banks but excluding the three Euro-Currency Business Days' notice required by Section 2.02 or 2.06), can be complied with at such time or (y) as a Money Market LIBOR Borrowing if the relevant Borrower so elects by notice to the Agent and all of the procedures set forth herein for a Money Market LIBOR Borrowing (including the required notice to the Banks) can be complied with at such time or (z) if neither of the foregoing types of Loans or Borrowings is elected or is possible, as Base Rate Borrowing, Loans, (ii) if such Group of Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsLoans consists of Euro-Currency Loans, the Money Market LIBOR interest rate for such Group shall be determined on the basis of the New York Interbank Offered Rate if all of the procedures set forth herein for making, converting into or continuing Euro-Currency Loans comprising (as the case may be) on such Borrowing shall bear interest for each day from and basis (including the first day required notice to but excluding the last day Banks) can be complied with at such time or, if clause (1) or (2) of this subsection is applicable to the Interest Period applicable thereto New York Interbank Offered Rate at such time, such Group of Euro-Currency Loans shall instead be made, converted into or continued (as the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.case may be)

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 Loan LIBOR Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks has determined in good faith that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments Aggregate Commitment advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to such Banks Bank of funding their Euro-Dollar its LIBOR Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar LIBOR Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of (i) any Fixed Rate LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) if such Fixed Rate Borrowing is a any Money Market LIBOR Borrowing in U.S. Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day. For purposes of this Section 8.1(b), in determining whether the Adjusted London Interbank Offered Rate, as determined by Administrative Agent, will not adequately and (iii) if such Fixed Rate Borrowing is a Money Market fairly reflect the cost to any Bank of funding its LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayInterest Period, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Change in Circumstances. SECTION 8.0110.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 5066 2/3% or more of the aggregate principal amount of the Commitments affected Loans advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-CD Loan or Euro- Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (iA) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiB) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Loans: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank Interbank market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrowers and the Banks, whereupon until the Agent notifies the Company Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company a Borrower notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) If any Lender shall have determined that any Change in Law regarding capital adequacy has or would have the Agent is advised effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by the Reference Banks such Lender pursuant hereto to a level below that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market which such Lender or such Lender’s holding company could have achieved but for such Interest PeriodChange in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, orthen from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (b) in the case A certificate of a Committed BorrowingLender setting forth the amount or amounts necessary to compensate such Lender or its holding company, Banks having 50% or more as applicable, as specified in paragraph (a) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the aggregate amount same. (c) Failure or delay on the part of the Commitments advise the Agent any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the London Interbank Offered Rate as determined by Borrower shall not be under any obligation to compensate any Lender under paragraph (a) above with respect to increased costs or reductions with respect to any period prior to the Agent will not adequately and fairly reflect the cost date that is 120 days prior to such Banks request if such Lender knew or could reasonably have been expected to know of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations increased costs or reductions and of the Banks fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to make Euroany increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans day period. The protection of this Section shall be suspended and (ii) available to each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day Lender regardless of any possible contention of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day invalidity or inapplicability of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing Change in Canadian Dollars, the Money Market Loans comprising such Borrowing Law that shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayhave occurred or been imposed.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or UnfairBASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, . If the Agent is subsequently advised by the Persons who had previously advised it of their existence that the conditions described in clause (iia) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollarsor (b) no longer exist, the Money Market LIBOR Loans comprising such Borrowing Agent shall bear interest for promptly give notice thereof to the Company and each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at Banks, and the Base Rate for obligations of all Banks to make or continue Loans as, or convert Loans into, Euro-Dollar Loans shall be reinstated, and the Agent shall, in such day and (iii) if notice, declare that such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayobligations have been so reinstated.

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 Loan or Money Market LIBOR LoanFixed Rate Loans: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank Interbank market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company Borrowers and the Banks, whereupon until the Agent notifies the Company Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company a Borrower notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. 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 Loan or (other than a Money Market LIBOR Absolute Rate Loan:): (a) the Agent is advised by the Reference Banks notify (stating the reason therefor) the Administrative Agent that deposits in the applicable currency Dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise notify (stating the reason therefor) the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into Euro-CD Loans or Euro- Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) Borrowing and if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Reference Rate for such day.

Change in Circumstances. SECTION 8.01Section 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.0110.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or UnfairBASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR . If on or prior to before the first day of any Interest Period for any CD Loans, Euro-Dollar Loan Loans or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (dollars in the applicable amounts) amounts are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having more than 50% or more of the in aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or Unfair. -------------------------------------------------------- If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks has determined in good faith that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Administrative Agent in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent, or any Bank making a Money Market LIBOR Loan advises the Administrative Agent that the applicable Money Market Margin quoted by such Bank, will not adequately and fairly reflect the cost to such Banks Bank of funding their its Euro-Dollar Loans or the Money Market LIBOR Loans, as applicable, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar and Money Market LIBOR Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone at least two (confirmed in writing2) Domestic Business Days before the date of (i) any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) if such Fixed Rate Borrowing is a any Money Market LIBOR Borrowing in U.S. Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) and amounts are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Currency Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Currency Loans or to convert outstanding Loans into Euro-Dollar Loans (in the affected currency), as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, day. The Administrative Agent shall promptly notify the Money Market Loans comprising such Borrowing shall bear interest for each day from and including Banks of any election by the first day Borrower pursuant to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such daypreceding sentence.

Change in Circumstances. SECTION Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanLoans of any Class: (a) the Administrative Agent is advised by the Reference Banks Lenders that deposits in the applicable currency (dollars in the applicable amounts) amounts are not being offered to the Reference Banks Lenders in the London interbank market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having at least 50% or more of the in aggregate amount of the Commitments of such Class (or, in the case of Term Lenders, holding at least 50% of the aggregate outstanding principal amount of the affected Class of Term Loans) advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan of the affected Class shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01Section 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or UnfairBASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR LoanBid Rate (Indexed) Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 5066-2/3% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBid Rate (Indexed) Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.018.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing, CD Borrowing or Money Market LIBOR LoanBorrowing: (a) the Lead Agent is advised by the Reference Banks Bank that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Bank in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed BorrowingCD Borrowings or Euro-Dollar Borrowings, Banks having 50% or more of the aggregate principal amount of the Commitments affected loans advise the Lead Agent that the Adjusted London Interbank Offered Rate or the Adjusted CD Rate, as the case may be, as determined by the Lead Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans or CD Loans for such Interest Period, the Lead Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Lead Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan 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 Company Borrower notifies the Lead Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing, CD Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan Borrowing or Money Market LIBOR Loan:Bid Rate (Indexed) Borrowing. (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Euro-Dollar Borrowing, Banks having 5066-2/3% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Euro- Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Euro- Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Syndicated Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBid Rate (Indexed) Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. 7.1 Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanPeriod: (ai) the Agent is advised by the Reference Banks Bank determines that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks Bank in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent Bank shall forthwith give notice thereof to the Company and the BanksBorrower, whereupon until the Agent Bank notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Bank to make Euro-Dollar Loans or to convert outstanding Loans into continue Euro-Dollar Loans shall be suspended and suspended; or (ii) each outstanding the Bank determines that the Adjusted London Interbank Offered Rate will not adequately and fairly reflect the cost to the Bank of funding its Euro-Dollar Loan Loans for such Interest Period, the Bank shall forthwith give notice thereof to the Borrower, whereupon until the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Bank to continue Euro-Dollar Loans shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, suspended; (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Bank determines that term Federal funds (in the applicable amounts) are not being offered to the Bank; or (ii) if such Fixed the Bank determines that the Term Federal Funds Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollarswill not adequately and fairly reflect the cost to the Bank of funding its Term Federal Funds Loans, the Money Market LIBOR Loans comprising Bank shall forthwith give notice thereof to the Borrower, whereupon until the Bank notifies the Borrower that the circumstances giving rise to such Borrowing shall bear interest for each day from and including suspension no longer exist, the first day to but excluding the last day obligations of the Interest Period Bank to continue Term Federal Funds Loans shall be suspended; (i) the Bank determines that daily Federal funds (in the applicable thereto at amounts) are not being offered to the Base Bank; or (ii) the Bank determines that the Daily Federal Funds Rate for such day will not adequately and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollarsfairly reflect the cost to the Bank of funding its Daily Federal Funds Loans, the Money Market Loans comprising Bank shall forthwith give notice thereof to the Borrower, whereupon until the Bank notifies the Borrower that the circumstances giving rise to such Borrowing shall bear interest for each day from and including suspension no longer exist, the first day to but excluding the last day obligations of the Interest Period applicable thereto at the Canadian Prime Rate for such dayBank to continue Daily Federal Funds Loans shall be suspended.

Change in Circumstances. SECTION 8.01Section 8.1. Basis for Determining Interest Rate Inadequate or UnfairUnfair . If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or or (b) in the case of a Committed BorrowingCD Loans or Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate 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 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 Company Borrower and the Banks, whereupon until the Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-CD Loan or Euro- Dollar Loan 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 shall have elected pursuant to Section 2.10 to convert such CD Loan or Euro-Dollar Loan into a Fixed Rate Loan of the other type and the circumstances described in Sections 8.01(a) and 8.01(b) do not exist with respect to such other type. Unless the Company Borrower notifies the Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest on the unpaid principal amount thereof for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. 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-Dollar Loan or Money Market LIBOR LoanFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks in the London interbank relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the London Interbank Offered Rate 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 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 Company Borrowers and the Banks, whereupon until the Agent notifies the Company Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Company a Borrower notifies the Agent by telephone (confirmed in writing) at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.

Change in Circumstances. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan: (a) If after the Agent is advised by date of this Agreement, there shall have occurred the Reference Banks that deposits adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the applicable currency interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, that a Lender has reasonably determined has or would have the effect of reducing the rate of return on the Lender’s capital or the capital of its direct or indirect holding company as a consequence of its obligations hereunder to a level below that which such Lender or its holding company would have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or its holding company’s policies with respect to capital adequacy) by an amount which such Lender, in its reasonable judgment, shall deem material, then from time to time, the applicable amounts) are not being offered Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for such reduction. A certificate as to such amounts submitted to the Reference Banks in the London interbank market Borrower by such Lender shall be conclusive and binding for such Interest Periodpurposes, orabsent manifest error; provided, however, that the determination of such additional amount or amounts shall be made in good faith in a manner generally consistent with such Lender’s standard practice applicable to similar loans and similarly situated borrowers. (b) If after the date of this Agreement, there shall have occurred the adoption of any applicable law, rule or regulation regarding the maintenance of reserves, special deposits, compulsory loans or similar requirements against assets held by, deposits or liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the case of a Committed Borrowing, Banks having 50% or more determination of the aggregate amount Interest Rate hereunder, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, that a Lender has reasonably determined has or would have the effect of the Commitments advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect increasing the cost to such Banks of funding their Euro-Dollar Loans Lender or such Lender’s direct or indirect holding company, by an amount which such Lender deems to be material, with respect to continuing or maintaining the Term Loan, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amount or amounts as will compensate such Lender or holding company for such Interest Periodincreased cost or reduced amount receivable. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for such purposes, absent manifest error; provided, however, that the determination of such additional amount or amounts shall be made in good faith in a manner generally consistent with such Lender’s standard practice. (c) Upon the occurrence of any event giving rise to the operation of this Section 2.09, the Agent affected Lender shall forthwith give notice thereof use reasonable efforts to designate or cause its direct or indirect holding company to designate a different lending office for funding or booking its obligations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 2.09 in the future, (ii) would not subject such Lender to any economic, legal or regulatory disadvantage or to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by such Lender in connection with such designation or assignment. If the affected Lender does not so designate or cause its direct or indirect holding company to designate a different lending office, then the Borrower shall have the right to require such Lender to assign its interest to an Eligible Assignee pursuant to Section 9.11 hereof. (d) The Borrower shall not be required to compensate a Lender pursuant to this Section 2.09 for any amounts pursuant to the Company and immediately preceding clauses (a) and/or (b) of this Section 2.09 to the Banks, whereupon until extent that such amounts were incurred more than 180 days prior to the Agent date that such Lender notifies the Company that Borrower of the circumstances giving rise to such suspension no longer existamounts and of such Lender’s intention to claim compensation therefor; provided, (i) however, that, if the obligations of circumstances giving rise to such amounts are retroactive, then the Banks 180-day period referred to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans above shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on extended to include the last day period of the then current Interest Period applicable thereto. Unless the Company notifies the Agent by telephone (confirmed in writing) before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in U.S. Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such dayretroactive effect thereof.

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 Loan or Money Market Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that (i) adequate and reasonable means do not exist for ascertaining the Reference Banks that London Interbank Offered Rate for use in establishing the interest rate for such Loan for such Interest Period, or (ii) deposits in the applicable currency dollars (in the applicable amounts) are not being offered to the Reference Banks generally available in the London interbank market for such Interest Period, or (b) in the case of a Committed BorrowingEuro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Company Borrower and the Banks, whereupon until the Administrative Agent notifies the Company Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Company Borrower notifies the Administrative Agent by telephone (confirmed in writing) at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, thereby revoking such Notice of Borrowing, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing in U.S. DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (iii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing in Canadian Dollars, the Money Market Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Canadian Prime Rate for such day.