Common use of Substituted Rate of Borrowing Clause in Contracts

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market or affecting the position of that Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Rate with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)) or (b) other circumstances affecting that Bank or the Eurocurrency market or the position of that Bank in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14), the Eurocurrency Rate shall not represent the effective pricing to that Bank for deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank to receive interest with respect to such Affected Bank's Eurocurrency Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess of the effective pricing to the Affected Bank for deposits in the applicable currency to make or maintain Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected Bank, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank shall, absent manifest error, be final, conclusive and binding for all purposes.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company applicable Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market applicable interbank markets or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to on the Eurocurrency basis provided for in the definition of Adjusted Eurodollar Rate or Euro LIBOR with respect to the Eurocurrency Euro Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency market Eurodollar or Euro LIBOR markets or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D or by the Bank of England, the Financial Services Authority, the European Central Bank or any other relevant monetary or regulatory authority to the extent not compensated pursuant to Section 2.14given effect in the Adjusted Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in of comparable amounts for the applicable currency relevant period, or Euro LIBOR shall not represent the effective pricing to that Lender for Euro deposits of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone and confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bankrelevant Lender) of such determination. Thereafter, such the applicable Borrower shall pay to the Affected Bank Lender with respect to such Eurocurrency Borrower’s Euro Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency Lender’s Euro Rate Loans or Competitive Bid LIBOR Loans for the Interest Period Period(s) following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess sum of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency or Euro deposits, as applicable, to make or maintain Eurocurrency its Euro Rate Loans or Competitive Bid LIBOR Loans, as plus the case may beApplicable Euro Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable relevant Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest or demonstrable error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(bii)(B), shall be made only after consultation with the Company Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (aA) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)) or (bB) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.142.11), the Eurocurrency Eurodollar Rate shall not represent the effective pricing to that Bank Lender for deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such the Borrower shall pay to the Affected Bank Lender with respect to such Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency Lender’s Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "“Affected Interest Period"”) at a rate per annum equal to the Eurocurrency Margin or Bid Eurodollar Margin in excess of the effective pricing to the Affected Bank Lender for deposits in the applicable currency Dollars to make or maintain Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest error, be final, conclusive and binding for all purposes.

Substituted Rate of Borrowing. In the event that If on any Interest Rate Determination Date any Bank (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(bii)(B), shall be made only after consultation with the Company Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (aA) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (bB) other circumstances affecting that Bank or the Eurocurrency Eurodollar market or the position of that Bank in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D of the Board of Governors of the Federal Reserve System to the extent not compensated pursuant to Section 2.14given effect in the Eurodollar Rate), the Eurocurrency Eurodollar Rate shall not represent the effective pricing to that Bank for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone promptly confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such the Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansBank, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank to receive interest with respect to such Affected Bank's Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin 1.00% per annum in excess of the effective pricing to the Affected Bank for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected Bank, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank shall, absent manifest error, shall be final, conclusive and binding for all purposespresumed to be correct.

Substituted Rate of Borrowing. (a) In the event that on any Eurocurrency Interest Rate Determination Date any Bank (including the Administrative Agent) Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i), (ii)(y) and (ii)(bii)(z), shall be made only after consultation with Agent on the Company and the Administrative Agentdate of such determination) that: (i) by reason of any changes arising after the date of this Agreement affecting the interbank Eurocurrency market or affecting the position of that Bank such Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate Rate of Borrowing by reference to the Eurocurrency Rate LIBOR with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (ax) the requirements of Regulation D, (y) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any other applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction enactment of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (bz) other circumstances affecting that Bank such Lender or the interbank Eurocurrency market or the position of that Bank such Lender in such market (such as, as for example, example but not limited to, to a change in official reserve requirements or increased capital reserves required or imposed by Regulation D any regulatory authority or entity (domestic or foreign) having jurisdiction over or with respect to such Lender to the extent not compensated pursuant to Section 2.14provided for in clause (ii)(x) above), the Eurocurrency Rate LIBOR shall not represent the effective pricing to that Bank such Lender for U.S. dollar deposits in the applicable currency of comparable amounts for the relevant periodperiods; then, and in any such event, that Bank Lender so affected shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) on such date give notice (of such determination in writing or by telephone (confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determinationAgent. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank such Lender in its sole reasonable discretion shall reasonably determine) as shall be required to cause the Affected Bank such Lender to receive interest with respect to such Affected Bank's its Eurocurrency Rate Loans or Competitive Bid LIBOR Loans Loan for the Eurocurrency Interest Period following that such Eurocurrency Interest Rate Determination Date (such and for any succeeding Eurocurrency Interest Period being with respect to which such changes or requirements apply (each such period, an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin 2.75% in excess of the effective pricing to the Affected Bank such Lender for U.S. dollar deposits in the applicable currency to make or maintain its Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, as provided that in the case may beof any such determination pursuant to clause (ii)(x), the written notice from such Lender to Agent and Borrower on the relevant Eurocurrency Interest Determination Date shall specify (x) any such amount on account thereof theretofore incurred, and such amount shall be paid at such time and (y) the additional amount required to be paid with respect to the relevant Affected Interest Period (with such amount so stated to be final with respect to the relevant Affected Interest Period) and such additional amount shall be paid at the same time, and together with, the interest otherwise payable in respect of such Eurocurrency Loans for such Affected Interest Period. A certificate as to additional amounts owed the Affected Bankany such Lender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative by such Lender through Agent by the Affected Bank shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto. (b) In lieu of paying additional moneys to any Lender affected by Section (a), other than clause (ii)(x) thereof (any such Lender, together with any Lender affected by Section 3.7(a), an "Affected Lender"), Borrower may (subject to Section 3.8), by giving notice in writing or by telephone (confirmed in writing) to the Affected Lender, Agent and the other Lenders on such Eurocurrency Interest Determination Date, (x) require the Affected Lender to convert its Eurocurrency Loan then outstanding or requested that is so affected into a Base Rate Loan on the first day of the Affected Interest Period, such notice to pertain only to the Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to maintain Eurocurrency Loans, or (y) terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, Eurocurrency Loans and in such event, on the first day of what would have been the next Eurocurrency Interest Period, all Eurocurrency Loans shall be outstanding as Base Rate Loans.

Substituted Rate of Borrowing. In the event that on If any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties butparties), with respect to the following clauses (i) any LIBOR Loan and (ii)(b), shall be made only after consultation with the Company and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market or affecting the position of pending Interest Period that Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Rate with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency LIBOR market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the LIBOR), the Eurocurrency Rate LIBOR shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; , then, and in any such event, that Bank Lender shall be an "Affected Bank Lender" and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such if the Lender shall notify the Borrower by written demand made on or before a date which is one (1) year after the termination of the applicable Interest Period, Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank to receive interest with respect to such Affected Bank's Eurocurrency Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess of the effective pricing to the Affected Bank for deposits in the applicable currency to make or maintain Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Lender within the time requirements set forth herein shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company applicable Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to on the Eurocurrency basis provided for in the definition of Adjusted Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D or by the Bank of England, the Financial Services Authority or any other relevant monetary or regulatory authority to the extent not compensated pursuant to Section 2.14given effect in the Adjusted Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bankrelevant Lender) of such determination. Thereafter, such the applicable Borrower shall pay to the Affected Bank Lender with respect to such Eurocurrency Borrower's Eurodollar Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected BankLender's Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period Period(s) following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess sum of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as PLUS the case may beApplicable Eurodollar Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable relevant Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest or demonstrable error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market or affecting the position of that Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Rate with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)) or (b) other circumstances affecting that Bank or the Eurocurrency market or the position of that Bank in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14), the Eurocurrency Rate shall not represent the effective pricing to that Bank for deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank to receive interest with respect to such Affected Bank's Eurocurrency Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Applicable Margin or Bid Margin in excess of the effective pricing to the Affected Bank for deposits in the applicable currency to make or maintain Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected Bank, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank shall, absent manifest error, be final, conclusive and binding for all purposes.

Substituted Rate of Borrowing. (a) In the event that on any LIBOR Interest Rate Determination Date any Bank (including the Administrative Agent) Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i), (ii)(y) and (ii)(bii)(z), shall be made only after consultation with Agent on the Company and the Administrative Agentdate of such determination) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency interbank LIBOR market or affecting the position of that Bank such Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate Rate of Borrowing by reference to the Eurocurrency Rate LIBOR with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (ax) the requirements of Regulation D, (y) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any other applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction enactment of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (bz) other circumstances affecting that Bank such Lender or the Eurocurrency interbank LIBOR market or the position of that Bank such Lender in such market (such as, as for example, example but not limited to, to a change in official reserve requirements or increased capital reserves required or imposed by Regulation D any regulatory authority or entity (domestic or foreign) having jurisdiction over or with respect to such Lender to the extent not compensated pursuant to Section 2.14provided for in clause (ii)(x) above), the Eurocurrency Rate LIBOR shall not represent the effective pricing to that Bank such Lender for U.S. dollar deposits in the applicable currency of comparable amounts for the relevant periodperiods; then, and in any such event, that Bank Lender so affected shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) on such date give notice (of such determination in writing or by telephone (confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determinationAgent. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank such Lender in its sole reasonable discretion shall reasonably determine) as shall be required to cause the Affected Bank such Lender to receive interest with respect to such Affected Bank's Eurocurrency Rate Loans or Competitive Bid its LIBOR Loans Loan for the LIBOR Interest Period following that such LIBOR Interest Rate Determination Date (such and for any succeeding LIBOR Interest Period being with respect to which such changes or requirements apply (each such period, an "“Affected Interest Period"”) at a rate per annum equal to the Eurocurrency Margin or Bid Margin 5.75% in excess of the effective pricing to the Affected Bank such Lender for U.S. dollar deposits in the applicable currency to make or maintain Eurocurrency Rate Loans or Competitive Bid its LIBOR Loans, as provided that in the case may beof any such determination pursuant to clause (ii)(x), the written notice from such Lender to Agent and Borrower on the relevant LIBOR Interest Determination Date shall specify (x) any such amount on account thereof theretofore incurred, and such amount shall be paid at such time and (y) the additional amount required to be paid with respect to the relevant Affected Interest Period (with such amount so stated to be final with respect to the relevant Affected Interest Period) and such additional amount shall be paid at the same time, and together with, the interest otherwise payable in respect of such LIBOR Loans for such Affected Interest Period. A certificate as to additional amounts owed the Affected Bankany such Lender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative by such Lender through Agent by the Affected Bank shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto. (b) In lieu of paying additional moneys to any Lender affected by Section (a), other than clause (ii)(x) thereof (any such Lender, together with any Lender affected by Section 3.7(a), an “Affected Lender”), Borrower may (subject to Section 3.8), by giving notice in writing or by telephone (confirmed in writing) to the Affected Lender, Agent and the other Lenders on such LIBOR Interest Determination Date, (x) require the Affected Lender to convert its LIBOR Loan then outstanding or requested that is so affected into a Base Rate Loan on the first day of the Affected Interest Period, such notice to pertain only to the Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to maintain LIBOR Loans, or (y) terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, LIBOR Loans and in such event, on the first day of what would have been the next LIBOR Interest Period, all LIBOR Loans shall be outstanding as Base Rate Loans.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)) or (b) other circumstances affecting that Bank or the Eurocurrency Eurodollar market or the position of that Bank in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.142.12), the Eurocurrency Eurodollar Rate shall not represent the effective pricing to that Bank for deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) give notice (by telephone confirmed in writing) to the applicable Borrower Company and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such Borrower the Company shall pay to the Affected Bank with respect to such Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank to receive interest with respect to such Affected Bank's Eurocurrency ’s Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "“Affected Interest Period"”) at a rate per annum equal to the Eurocurrency Eurodollar Margin or Bid Margin in excess of the effective pricing to the Affected Bank for deposits in the applicable currency to make or maintain Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected Bank, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower Company and the Administrative Agent by the Affected Bank shall, absent manifest error, be final, conclusive and binding for all purposes.

Substituted Rate of Borrowing. In the event that If on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation regula- tion or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the Adjusted Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin 2.75% per annum in excess of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. (a) In the event that on any Eurocurrency Interest Rate Determination Date any Bank (including the Administrative Agent) Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i), (ii)(y) and (ii)(bii)(z), shall be made only after consultation with Agent on the Company and the Administrative Agentdate of such determination) that: (i) by reason of any changes arising after the date of this Agreement affecting the interbank Eurocurrency market or affecting the position of that Bank such Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate Rate of Borrowing by reference to the Eurocurrency Rate LIBOR with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (ax) the requirements of Regulation D, (y) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any other applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction enactment of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (bz) other circumstances affecting that Bank such Lender or the interbank Eurocurrency market or the position of that Bank such Lender in such market (such as, as for example, example but not limited to, to a change in official reserve requirements or increased capital reserves required or imposed by Regulation D any regulatory authority or entity (domestic or foreign) having jurisdiction over or with respect to such Lender to the extent not compensated pursuant to Section 2.14provided for in clause (ii)(x) above), the Eurocurrency Rate LIBOR shall not represent the effective pricing to that Bank such Lender for U.S. dollar deposits in the applicable currency of comparable amounts for the relevant periodperiods; then, and in any such event, that Bank Lender so affected shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) on such date give notice (of such determination in writing or by telephone (confirmed in writing) to the applicable Borrower Borrowers and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determinationAgent. Thereafter, such Borrower Borrowers shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank such Lender in its sole reasonable discretion shall reasonably determine) as shall be required to cause the Affected Bank such Lender to receive interest with respect to such Affected Bank's its Eurocurrency Rate Loans or Competitive Bid LIBOR Loans Loan for the Eurocurrency Interest Period following that such Eurocurrency Interest Rate Determination Date (such and for any succeeding Eurocurrency Interest Period being with respect to which such changes or requirements apply (each such period, an "“Affected Interest Period"”) at a rate per annum equal to the Eurocurrency Margin or Bid Margin 2.75% in excess of the effective pricing to the Affected Bank such Lender for U.S. dollar deposits in the applicable currency to make or maintain its Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, as provided that in the case may beof any such determination pursuant to clause (ii)(x), the written notice from such Lender to Agent and Borrowers on the relevant Eurocurrency Interest Determination Date shall specify (x) any such amount on account thereof theretofore incurred, and such amount shall be paid at such time and (y) the additional amount required to be paid with respect to the relevant Affected Interest Period (with such amount so stated to be final with respect to the relevant Affected Interest Period) and such additional amount shall be paid at the same time, and together with, the interest otherwise payable in respect of such Eurocurrency Loans for such Affected Interest Period. A certificate as to additional amounts owed the Affected Bankany such Lender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Borrowers by such Lender through Agent by the Affected Bank shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto. (b) In lieu of paying additional moneys to any Lender affected by Section (a), other than clause (ii)(x) thereof (any such Lender, together with any Lender affected by Section 3.7(a), an “Affected Lender”), Borrowers may (subject to Section 3.8), by giving notice in writing or by telephone (confirmed in writing) to the Affected Lender, Agent and the other Lenders on such Eurocurrency Interest Determination Date, (x) require the Affected Lender to convert its Eurocurrency Loan then outstanding or requested that is so affected into a Base Rate Loan on the first day of the Affected Interest Period, such notice to pertain only to the Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to maintain Eurocurrency Loans, or (y) terminate the obligations of Lenders to maintain Loans as, or convert Loans into, Eurocurrency Loans and in such event, on the first day of what would have been the next Eurocurrency Interest Period, all Eurocurrency Loans shall be outstanding as Base Rate Loans.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to on the Eurocurrency basis provided for in the definition of Adjusted Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the Adjusted Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower Company and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. ThereafterThere-after, such Borrower Company shall pay to the Affected Bank Lender with respect to such Eurocurrency Company's Eurodollar Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected BankLender's Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period Period(s) following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess sum of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as plus the case may beApplicable Eurodollar Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower Company and the Administrative Agent by the Affected Bank Lender shall, absent manifest or demonstrable error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. (a) In the event that on any Eurocurrency Interest Rate Determination Date any Bank (including the Administrative Agent) Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i), (ii)(y) and (ii)(bii)(z), shall be made only after consultation with Agent on the Company and the Administrative Agentdate of such determination) that: (i) by reason of any changes arising after the date of this Agreement affecting the interbank Eurocurrency market or affecting the position of that Bank such Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate Rate of Borrowing by reference to the Eurocurrency Rate LIBOR with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (ax) the requirements of Regulation D, (y) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any other applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction enactment of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (bz) other circumstances affecting that Bank such Lender or the interbank Eurocurrency market or the position of that Bank such Lender in such market (such as, as for example, example but not limited to, to a change in official reserve requirements or increased capital reserves required or imposed by Regulation D any regulatory authority or entity (domestic or foreign) having jurisdiction over or with respect to such Lender to the extent not compensated pursuant to Section 2.14provided for in clause (ii)(x) above), the Eurocurrency Rate LIBOR shall not represent the effective pricing to that Bank such Lender for U.S. dollar deposits in the applicable currency of comparable amounts for the relevant periodperiods; then, and in any such event, that Bank Lender so affected shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) on such date give notice (of such determination in writing or by telephone (confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determinationAgent. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank such Lender in its sole reasonable discretion shall reasonably determine) as shall be required to cause the Affected Bank such Lender to receive interest with respect to such Affected Bank's its Eurocurrency Rate Loans or Competitive Bid LIBOR Loans Loan for the Eurocurrency Interest Period following that such Eurocurrency Interest Rate Determination Date (such and for any succeeding Eurocurrency Interest Period being with respect to which such changes or requirements apply (each such period, an "“Affected Interest Period"”) at a rate per annum equal to the Eurocurrency Margin or Bid Margin 2.00% in excess of the effective pricing to the Affected Bank such Lender for U.S. dollar deposits in the applicable currency to make or maintain its Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, as provided that in the case may beof any such determination pursuant to clause (ii)(x), the written notice from such Lender to Agent and Borrower on the relevant Eurocurrency Interest Determination Date shall specify (x) any such amount on account thereof theretofore incurred, and such amount shall be paid at such time and (y) the additional amount required to be paid with respect to the relevant Affected Interest Period (with such amount so stated to be final with respect to the relevant Affected Interest Period) and such additional amount shall be paid at the same time, and together with, the interest otherwise payable in respect of such Eurocurrency Loans for such Affected Interest Period. A certificate as to additional amounts owed the Affected Bankany such Lender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative by such Lender through Agent by the Affected Bank shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto. (b) In lieu of paying additional moneys to any Lender affected by Section (a), other than clause (ii)(x) thereof (any such Lender, together with any Lender affected by Section 3.7(a), an “Affected Lender”), Borrower may (subject to Section 3.8), by giving notice in writing or by telephone (confirmed in writing) to the Affected Lender, Agent and the other Lenders on such Eurocurrency Interest Determination Date, (x) require the Affected Lender to convert its Eurocurrency Loan then outstanding or requested that is so affected into a Base Rate Loan on the first day of the Affected Interest Period, such notice to pertain only to the Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to maintain Eurocurrency Loans, or (y) terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, Eurocurrency Loans and in such event, on the first day of what would have been the next Eurocurrency Interest Period, all Eurocurrency Loans shall be outstanding as Base Rate Loans.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(bii)(B), shall be made only after consultation with the Company Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (aA) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)) or (bB) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.142.11), the Eurocurrency Eurodollar Rate shall not represent the effective pricing to that Bank Lender for deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a the Borrowing) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such the Borrower shall pay to the Affected Bank Lender with respect to such Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency Lender’s Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "“Affected Interest Period"”) at a rate per annum equal to the Eurocurrency Margin or Bid Eurodollar Margin in excess of the effective pricing to the Affected Bank Lender for deposits in the applicable currency Dollars to make or maintain Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest error, be final, conclusive and binding for all purposes.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company applicable Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market applicable interbank markets or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to on the basis provided for in the definitions of Eurocurrency Rate or B/A Discount Rate with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans and B/A Discount Rate Loans, respectively, as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency market or B/A Discount Rate Loan markets or the position of that Bank Lender in either such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D or by the Bank of England, the Financial Services Authority, the European Central Bank or any other relevant monetary or regulatory authority to the extent not compensated pursuant to Section 2.14given effect in the Eurocurrency Rate), the Eurocurrency Rate or the B/A Discount Rate shall not represent the effective pricing to that Bank Lender for Dollar, Euro, Canadian Dollar or ADollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone and confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bankrelevant Lender) of such determination. Thereafter, such the applicable Borrower shall pay to the Affected Bank Lender with respect to such Borrower’s Eurocurrency Rate Loans or Competitive Bid LIBOR and/or B/A Discount Rate Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Lender’s Eurocurrency Rate Loans or Competitive Bid LIBOR and/or B/A Discount Rate Loans for the Interest Period Period(s) following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess sum of the effective pricing to the Affected Bank Lender for Dollar deposits, Euro deposits, Canadian Dollar deposits in the applicable currency or ADollar deposits, as applicable, to make or maintain its Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, as and/or B/A Discount Rate Loans plus the case may beApplicable Eurocurrency Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable relevant Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest or demonstrable error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall shall, absent manifest error, be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Revolving Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order) affecting a Loan as a result of its being a Eurodollar Rate Revolving Loan, other than any law, governmental rule, regulation or order (including any thereof proposed or publishedrelating to taxes, prior to the date hereof)) or (b) other circumstances affecting that Bank Lender as a result of making a Eurodollar Rate Revolving Loan or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14), given effect in the Eurocurrency Eurodollar Rate) the Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected BankLender's Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Revolving Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin Applicable Rate in excess of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Revolving Loans, as the case may be. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that If on any Interest Rate Determination Date any Bank (including the Administrative Agent) Agent shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agentparties) that: (i1) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency LIBOR market or affecting the position of that Bank Agent or any Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency LIBOR Rate with respect to the Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii2) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other any change in circumstances affecting that Bank Agent or any Lender or the Eurocurrency LIBOR market or the position of that Bank Agent or any Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the LIBOR Rate), the Eurocurrency LIBOR Rate shall not represent the effective pricing to that Bank Lenders for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it Agent shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) Lenders of such determination. Thereafter, such Borrower shall pay to Agent for the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR Loansbenefit of Lenders, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Agent in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lenders to receive interest with respect to such Affected Bank's Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid applicable LIBOR Rate Margin in excess of the effective pricing to the Affected Bank Lenders for Dollar deposits in the applicable currency to make or maintain Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected Bank, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative by Agent by the Affected Bank shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that If on any Interest Rate Determination Date any Bank Lender (including the Administrative any Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative AgentAgents) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower Company and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such Borrower Company shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon within five (5) Business Days after written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as for the case may beapplicable Interest Period plus the applicable Eurodollar Rate Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower Company and the Administrative Agent by the Affected Bank Lender shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company applicable Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to on the Eurocurrency basis provided for in the definition of Adjusted Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D or by the Bank of England, the Financial Services Authority or any other relevant monetary or regulatory authority to the extent not compensated pursuant to Section 2.14given effect in the Adjusted Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bankrelevant Lender) of such determination. Thereafter, such the applicable Borrower shall pay to the Affected Bank Lender with respect to such Eurocurrency Borrower's Eurodollar Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected BankLender's Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period Period(s) following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess sum of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as plus the case may beApplicable Eurodollar Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable relevant Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest or demonstrable error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank (including the Administrative Agent) Lender shall have reasonably determined (which determination shall shall, absent manifest error, be final and final, conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agentbinding) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market LIBOR market, or affecting the position of that Bank the Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency LIBOR Rate with respect to the Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (aA) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (bB) other circumstances affecting that Bank or the Eurocurrency Lender, the LIBOR market or the position of that Bank the Lender in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the LIBOR Rate), the Eurocurrency LIBOR Rate shall not represent the effective pricing to that Bank the Lender for dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it the Lender shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such the Borrower shall pay to the Affected Bank Lender with respect to such Eurocurrency the LIBOR Rate Loans or Competitive Bid LIBOR Loansof the Borrower, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that the Interest Rate Determination Date (such Interest Period being an the "Affected Interest Period") at a rate equal to 2.0% per annum equal to the Eurocurrency Margin or Bid Margin in excess of the effective pricing to the Affected Bank Lender for dollar deposits in the applicable currency to make or maintain Eurocurrency such LIBOR Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Lender, shall, absent manifest error, be final, conclusive and binding for all purposesbinding.

Substituted Rate of Borrowing. In the event that If on any Interest Rate Determination Date any Bank (including the Administrative Agent) Date, Agent shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), but shall be made only after consultation with the Company and the Administrative AgentCompany) that: (i) , by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or by reasons of any change arising after the date of this Agreement affecting the position of that Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Rate with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)) or (b) other circumstances affecting that Bank or the Eurocurrency market or the position of that Bank a Lender in such market (each such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14Lender an "AFFECTED LENDER"), the Eurocurrency Eurodollar Rate shall not represent the effective pricing to that Bank such Affected Lender for Dollar deposits in the applicable currency of comparable amounts amount for the relevant period; period and the higher cost of such deposits is deemed by such Lender and Agent (in their sole discretion) to be material, then, and in any such event, that Bank shall be an Affected Bank and it Agent shall promptly (and in any event as soon as possible after being notified of a Borrowingnot later than such Interest Rate Determination Date) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent Company (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such Borrower Company shall pay to the each Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the such Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the such Affected Bank Lender to receive be paid interest with respect to such Affected Bank's Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Applicable Margin or Bid Margin then in excess of effect plus the effective pricing to the such Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain its Eurodollar Rate Loans; PROVIDED that Company may replace such Affected Lender with one or more other banks reasonably acceptable to Agent so long as (i) the aggregate amount of the Revolving Credit Commitments of the Affected Lender to be replaced shall equal the aggregate amount of Revolving Credit Commitments of such other bank or banks and (ii) such Affected Lender is replaced in the Eurocurrency Rate Loans Credit Agreements to which it is a party by the same bank or Competitive Bid LIBOR Loansbanks. Upon the execution of an assignment agreement substantially in the form of EXHIBIT VII annexed hereto, each such other bank shall be deemed to be a "Lender" for all purposes of this Agreement as the case may beset forth in subsection 10.2. A certificate as to additional amounts owed the an Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower Company and the Administrative Agent by the such Affected Bank Lender shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on that, at any Interest Rate Determination Date any Bank (including the Administrative Agent) time, NCB shall have determined (which determination shall be final and conclusive final, conclusive, and binding upon all parties parties, but, with respect to the following clauses (i) and (ii)(bii)(B), shall be made only after consultation with the Company and the Administrative AgentBorrower) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market London Interbank LIBO Market or affecting the position of that Bank NCB in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Exhibit (10.2)-p 20 26 LIBOR Rate with respect to the Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (aA) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation regulation, or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation regulation, or order (including any thereof proposed or published, prior to the date hereof)order) or (bB) other circumstances affecting that Bank NCB or the Eurocurrency market London Interbank LIBO Market or the position of that Bank NCB in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D D, to the extent not compensated pursuant to Section 2.14given effect in LIBOR Rate), the Eurocurrency Adjusted LIBOR Rate shall not represent the effective pricing to that Bank NCB for dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it NCB shall promptly (and in any event as soon as possible after being notified of a Borrowingproposed borrowing, conversion, or continuation) give notice (by telephone telephone, confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansNCB, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank NCB in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank NCB to receive interest with respect to such Affected Bank's Eurocurrency the LIBOR Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Applicable Margin in excess of the effective pricing to the Affected Bank NCB for dollar deposits in the applicable currency to make or to maintain Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans; provided, however, that Borrower shall not be required to pay such additional amounts in respect of any periods that precede the second day following the date on which Borrower receives notice from NCB as the case may berequired by this Section 3.3.2. A certificate as to additional amounts owed the Affected BankNCB, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank NCB shall, absent manifest error, be final, conclusive conclusive, and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. (a) In the event that on any Eurodollar Interest Rate Determination Date any Bank (including the Administrative Agent) Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i), (ii)(y) and (ii)(bii)(z), shall be made only after consultation with the Company and Agent on the Administrative Agentdate of such determination) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency interbank Eurodollar market or affecting the position of that Bank such Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate Rate of Borrowing by reference to the Eurocurrency Rate LIBOR with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Eurodollar Loans as to which an interest rate determination is then being made; or (ii) by reason of (ax) the requirements of Regulation D, (y) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any other applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction enactment of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (bz) other circumstances affecting that Bank such Lender or the Eurocurrency interbank Eurodollar market or the position of that Bank such Lender in such market (such as, as for example, example but not limited to, to a change in official reserve requirements or increased capital reserves required or imposed by Regulation D any regulatory authority or entity (domestic or foreign) having jurisdiction over or with respect to such Lender to the extent not compensated pursuant to Section 2.14provided for in clause (ii)(x) above), the Eurocurrency Rate LIBOR shall not represent the effective pricing to that Bank such Lender for U.S. dollar deposits in the applicable currency of comparable amounts for the relevant periodperiods; then, and in any such event, that Bank the Lender so affected shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) on such date give notice (in writing or by telephone (confirmed in writing) to the applicable Borrower and to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank such Lender in its sole reasonable discretion shall reasonably determine) as shall be required to cause the Affected Bank such Lender to receive interest with respect to such Affected Bank's Eurocurrency Rate Loans or Competitive Bid LIBOR Loans its Eurodollar Loan for the Eurodollar Interest Period following that such Eurodollar Interest Rate Determination Date (such and for any preceding Eurodollar Interest Period being with respect to which such changes or requirements apply (each such period, an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin 2.75% in excess of the effective pricing to the Affected Bank such Lender for U.S. dollar deposits in the applicable currency to make or maintain Eurocurrency Rate Loans or Competitive Bid LIBOR its Eurodollar Loans, as provided that in the case may beof any such determination pursuant to clause (ii)(x), the written notice from such Lender to the Agent and the Borrower on the relevant Eurodollar Interest Determination Date shall specify (x) any such amount on account thereof theretofore incurred, and such amount shall be paid at such time and (y) the additional amount required to be paid with respect to the relevant Affected Interest Period (with such amount so stated to be final with respect to the relevant Affected Interest Period) and such additional amount shall be paid at the same time, and together with, the interest otherwise payable in respect of such Eurodollar Loans for such Affected Interest Period. A certificate as to additional amounts owed the Affected Bankany such Lender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and by such Lender through the Administrative Agent by the Affected Bank shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto. (b) In lieu of paying additional moneys to any Lender affected by Section 3.7(a), other than clause (ii)(x) thereof (any such Lender, together with any Lender affected by subsection 3.8(a), an "Affected Lender"), Borrower may (subject to Section 3.9), by giving notice in writing or by telephone (confirmed in writing) to the Affected Lender, the Agent and the other Lenders on such Eurodollar Interest Determination Date, (x) require the Affected Lender to convert its Eurodollar Loan then outstanding or requested that is so affected into a Base Rate Loan (bearing interest at a rate equal to the Base Rate as in effect from time to time) on the first day of the Affected Interest Period, such notice to pertain only to the Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to maintain Eurodollar Loans, or (y) terminate the obligations of the Lenders to make or maintain Loans as, or convert Loans into, Eurodollar Loans and in such event, on the first day of what would have been the next Eurodollar Interest Period, all Eurodollar Loans shall be outstanding as Base Rate Loans.

Substituted Rate of Borrowing. In the event that If on any Interest Rate ----------------------------- Determination Date any Bank (including the Administrative Agent) Agent shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agentparties) that: (i1) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency LIBOR market or affecting the position of that Bank Agent or any Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency LIBOR Rate with respect to the Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii2) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other any change in circumstances affecting that Bank Agent or any Lender or the Eurocurrency LIBOR market or the position of that Bank Agent or any Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the LIBOR Rate), the Eurocurrency LIBOR Rate shall not represent the effective pricing to that Bank Lenders for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it Agent shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) Lenders of such determination. Thereafter, such Borrower shall pay to Agent for the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR Loansbenefit of Lenders, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Agent in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lenders to receive interest with respect to such Affected Bank's Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid applicable LIBOR Rate Margin in excess of the effective pricing to the Affected Bank Lenders for Dollar deposits in the applicable currency to make or maintain Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected Bank, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative by Agent by the Affected Bank shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market (in the case of a Lender having Term Loan Exposure or Revolving Loan Exposure) or other relevant market (in the case of a Lender having Offshore Loan Exposure) or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to on the Eurocurrency basis provided for (x) in the definition of Adjusted Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans as to which an interest rate determination is then being made or Competitive Bid LIBOR (y) in the definition of Adjusted Offshore Periodic Rate with respect to the Offshore Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market (in the case of a Lender having Term Loan Exposure or Revolving Loan Exposure) or other relevant market (in the case of a Lender having Offshore Loan Exposure) or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the Adjusted Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant periodperiod or, in the case of any Offshore Lender, the Adjusted Offshore Periodic Rate shall not represent (1) in the case of a UK Lender or an Italian Lender, the effective pricing to that Offshore Lender for deposits in the Applicable Currency of comparable amounts for the relevant period or (2) in the case of an Australian Lender, the effective bid rate for bills of exchange of such term in ADollars for that Australian Lender; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and Administrative Agent and, in the case of any Affected Lender which is an Offshore Lender to the, relevant Offshore Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bankrelevant Lender) of such determination. Thereafter, such the applicable Borrower shall pay to the Affected Bank Lender with respect to such Eurocurrency Company's Eurodollar Rate Loans or Competitive Bid LIBOR Loansthe Offshore Loans made to a Subsidiary Borrower, as the case may be, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion dis- cretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected BankLender's Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Offshore Loans (as applicable) for the Interest Period Period(s) following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to (x) in the Eurocurrency Margin or Bid Margin in excess case of Eurodollar Rate Loans, the sum of the effective pricing to the Affected Bank Lender for Dollar deposits to make or maintain its Eurodollar Rate Loans plus the Applicable Eurodollar Margin and (y) in the case of Offshore Loans, the sum of the effective pricing to the Affected Lender for deposits in the applicable currency Applicable Currency to make or maintain Eurocurrency Rate its Offshore Loans or Competitive Bid LIBOR Loans, as plus the case may beApplicable Offshore Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable relevant Borrower and the Administrative Agent (and to the relevant Offshore Administrative Agent, in the case of any Affected Lender which is an Offshore Lender) by the Affected Bank Lender shall, absent manifest or demonstrable error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(bii)(B), shall be made only after consultation with the Company Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Adjusted LIBO Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (aA) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)) or (bB) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14D), the Eurocurrency Adjusted LIBO Rate shall not represent the effective pricing to that Bank Lender for deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such the Borrower shall pay to the Affected Bank Lender with respect to such Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency Lender’s Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "“Affected Interest Period"”) at a rate per annum equal to the Eurocurrency Margin or Bid Eurodollar Margin in excess of the effective pricing to the Affected Bank Lender for deposits in the applicable currency Dollars to make or maintain Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest error, be final, conclusive and binding for all purposes.

Substituted Rate of Borrowing. In the event that If on any Interest Rate Determination Date any Bank (including the Administrative Agent) Agent shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agentparties) that: (i1) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency LIBOR market or affecting the position of that Bank Administrative Agent or any Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency LIBO Rate with respect to the Eurocurrency LIBO Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii2) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other any change in circumstances affecting that Bank Administrative Agent or any Lender or the Eurocurrency LIBOR market or the position of that Bank Administrative Agent or any Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the LIBO Rate), the Eurocurrency LIBO Rate shall not represent the effective pricing to that Bank Lenders for Dollar deposits in the applicable currency of comparable amounts for the relevant period; , then, and in any such event, that Bank shall be an Affected Bank and it Administrative Agent shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower Borrowers and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) Lenders of such determination. Thereafter, such Borrower Borrowers shall pay to Administrative Agent for the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR Loansbenefit of Lenders, upon within fifteen (15) days after written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Administrative Agent in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lenders to receive interest with respect to such Affected Bank's Eurocurrency LIBO Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid applicable LIBO Rate Margin in excess of the effective pricing to the Affected Bank Lenders for Dollars deposits in the applicable currency to make or maintain Eurocurrency LIBO Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected Bank, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable a Borrower and the by Administrative Agent by the Affected Bank shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that If on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the Eurodollar Rate), the Eurocurrency Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Applicable Eurodollar Rate Margin in excess of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that If on any Interest Rate Determination Date any Bank Lender (including the Administrative any Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative AgentAgents) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower Company and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such Borrower Company shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR LoansLender, upon within five (5) Business Days after written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Eurocurrency Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess of the effective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as for the case may beapplicable Interest Period plus the applicable Eurodollar Rate Margin. A certificate as to additional ---- amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower Company and the Administrative Agent by the Affected Bank Lender shall, absent manifest error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency Eurodollar market or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to on the Eurocurrency basis provided for in the definition of Adjusted Eurodollar Rate with respect to the Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency Eurodollar market or the position of that Bank Lender in such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the Adjusted Eurodollar Rate), the Eurocurrency Adjusted Eurodollar Rate shall not represent the effective pricing to that Bank Lender for Dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower Company and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other BankLender) of such determination. Thereafter, such Borrower Company shall pay to the Affected Bank Lender with respect to such Eurocurrency Company's Eurodollar Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected BankLender's Eurocurrency Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period Period(s) following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess sum of the effective ef- fective pricing to the Affected Bank Lender for Dollar deposits in the applicable currency to make or maintain Eurocurrency its Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as plus the case may beApplicable Eurodollar Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower Company and the Administrative Agent by the Affected Bank Lender shall, absent manifest or demonstrable error, be final, final and conclusive and binding for upon all purposesof the parties hereto.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any the Bank (including the Administrative Agent) shall have reasonably determined (which determination shall shall, absent manifest error, be final and final, conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agentbinding) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market LIBOR market, or affecting the position of that the Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency LIBOR Rate with respect to the Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (aA) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (bB) other circumstances affecting that Bank or the Eurocurrency Bank, the LIBOR market or the position of that the Bank in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14given effect in the LIBOR Rate), the Eurocurrency LIBOR Rate shall not represent the effective pricing to that the Bank for dollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that the Bank shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such the Borrower shall pay to the Affected Bank with respect to such Eurocurrency the LIBOR Rate Loans or Competitive Bid LIBOR Loansof the Borrower, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank to receive interest with respect to such Affected Bank's Eurocurrency LIBOR Rate Loans or Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate Determination Date (such Interest Period being an the "Affected Interest Period") at a rate equal to 2.0% per annum equal to the Eurocurrency Margin or Bid Margin in excess of the effective pricing to the Affected Bank for dollar deposits in the applicable currency to make or maintain Eurocurrency such LIBOR Rate Loans or Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional amounts owed the Affected Bank, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable Borrower and the Administrative Agent by the Affected Bank Bank, shall, absent manifest error, be final, conclusive and binding for all purposesbinding.

Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank Lender (including the Administrative AgentAgent in its capacity as a Lender) shall have determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company applicable Borrower and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market applicable interbank markets or affecting the position of that Bank Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to on the basis provided for in the definitions of Eurocurrency Rate or B/A Discount Rate with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans and B/A Discount Rate Loans, respectively, as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)order) or (b) other circumstances affecting that Bank Lender or the Eurocurrency market or B/A Discount Rate Loan markets or the position of that Bank Lender in either such market (such as, as for example, but not limited to, official reserve requirements required by Regulation D or by the Bank of England, the Financial Services Authority, the European Central Bank or any other relevant monetary or regulatory authority to the extent not compensated pursuant to Section 2.14given effect in the Eurocurrency Rate but excluding, however, differences in a Lender’s cost of funds from those of Administrative Agent which are solely the result of credit differences between such Lender and Administrative Agent), the Eurocurrency Rate or the B/A Discount Rate shall not represent the effective pricing to that Bank Lender for Dollar, Euro, Canadian Dollar or ADollar deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly (and in any event as soon as possible after being notified of a Borrowingborrowing, conversion or continuation) give notice (by telephone and confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bankrelevant Lender) of such determination. ThereafterSubject to subsection 2.6D, such thereafter the applicable Borrower shall pay to the Affected Bank Lender with respect to such Borrower’s Eurocurrency Rate Loans or Competitive Bid LIBOR and/or B/A Discount Rate Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank Lender in its sole discretion shall reasonably determine) as shall be required to cause the Affected Bank Lender to receive interest with respect to such Affected Bank's Lender’s Eurocurrency Rate Loans or Competitive Bid LIBOR and/or B/A Discount Rate Loans for the Interest Period Period(s) following that Interest Rate Determination Date (such Interest Period being an "Affected Interest Period") at a rate per annum equal to the Eurocurrency Margin or Bid Margin in excess sum of the effective pricing to the Affected Bank Lender for Dollar deposits, Euro deposits, Canadian Dollar deposits in the applicable currency or ADollar deposits, as applicable, to make or maintain its Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, as and/or B/A Discount Rate Loans plus the case may beApplicable Eurocurrency Margin. A certificate as to additional amounts owed the Affected BankLender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to the applicable relevant Borrower and the Administrative Agent by the Affected Bank Lender shall, absent manifest or demonstrable error, be final, final and conclusive and binding for upon all purposesof the parties hereto.