Common use of Illegality; Increased Costs Clause in Contracts

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] and the Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrowers to select, convert to or renew a Euro-LIBOR Rate Option or select Loans in Canadian Dollars, as applicable, a BA Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 3.4.1 [Unascertainable] and the Borrowing Agent has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Euro-LIBOR Rate Option or a BA Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option or the Canadian Prime Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 3.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] and the Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ ' indemnification Obligations under Section 6.10 4.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 6.6 4.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 3.4.3 [Canadian Dollar Optional Currency Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent Borrowers that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars the applicable Optional Currency shall be suspended, and (ii) the outstanding Loans in Canadian Dollars the applicable Optional Currency shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars such Optional Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollarssuch Optional Currency, and interest thereon shall thereafter accrue at the Base Rate Option.. 3.5

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such LenderXxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] and the Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.under

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender or Lenders shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such noticenotice in reasonable detail, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such LenderLender or Lenders, in the case of such notice given by such LenderLender or Lenders, to allow the Borrowing Agent Borrower to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollarsan Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrower, or such Lender or Lenders shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s’s or Lenders’, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 4.4.1 [Unascertainable] and the Borrowing Agent Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender or Lenders notifies the Administrative Agent of a determination under Section 5.4.2 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrower to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] 3.4.1 and the Borrowing Agent Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for the selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Term Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available]3.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 6.10 4.6.2 [Indemnity], ] as to any Term Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Term Loan to the Base Rate Option otherwise available with respect to such Term Loan or select Dollars, or (ii) prepay such Term Loan in accordance with Section 6.6 4.4 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Term Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Term Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 3.4.3 [Canadian Dollar Optional Currency Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrowers to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollarsan Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 3.4.1 [Unascertainable] and the Borrowing Agent has Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 3.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ ' indemnification Obligations under Section 6.10 4.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 6.6 4.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 3.4.3 [Canadian Dollar Optional Currency Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent Borrowers that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars the applicable Optional Currency shall be suspended, and (ii) the outstanding Loans in Canadian Dollars the applicable Optional Currency shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars such Optional Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollarssuch Optional Currency, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] and the Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 6.10 5.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 6.6 5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 4.4.3 [Canadian Dollar Loans Optional Currency Not Available] then, until the Administrative Agent notifies the Borrowing Agent Borrower that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars the affected Optional Currency shall be suspended, (ii) the outstanding Loans in Canadian Dollars such affected Optional Currency shall be converted into U.S. Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars such Optional Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollarssuch Optional Currency, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available]If a Lender, acting reasonably, determines (which determination shall be attested to by a certificate submitted to the Borrower by the Lender with a copy to the Agent and which shall be final and binding between the parties hereto in the case absence of manifest error) that (a) the adoption by a governmental or international authority (including the Bank for International Settlements (the "BIS")) of a law, directive, requirement or guideline, whether or not having the force of law, (b) any modification to a law, directive or guideline, whether or not having the force of law, or to the interpretation or application of same by a tribunal or governmental or international authority (including the BIS) or other body charged with such interpretation or application, or (c) any quashing by a tribunal or other governmental or international authority or body (including the BIS) of an event specified interpretation of any law, directive, requirement or guideline, whether or not having the force of law: 7.1.1 has rendered or will render it illegal or contrary to any law, directive or guideline for any of the Lenders to maintain or to give effect to all or part of their obligations stipulated in Section 5.4.3 [Canadian Dollar Loans Not Available] abovethis Agreement, such Lender shall promptly so notify including the Administrative Agent and endorse obligation to make or maintain all or any part of a certificate to such notice as BA Advance or a Libor Advance pursuant to the specific circumstances of such noticeterms hereof, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), then the obligation of (Asuch Lender(s) to maintain or to give effect to such part of its obligations will become null and, subject to the Lendersprovisions of the particular law, in directive or guideline and of Section 7.2 with respect to losses, costs and expenses, if the case Loan affected is a BA Advance, the Borrower may convert the principal amount thereof into a Prime Rate Advance. If the Loan affected is a Libor Advance, the provisions of such notice given by Section 4.11 shall apply. In either case, the Administrative AgentBorrower shall pay the interest accrued thereon, or (B) such Lender, in may reimburse the case of such notice given by such Lender, to allow the Borrowing Agent to select, convert to particular BA Advance or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’sLibor Advance, as the case may be, determination that the circumstances giving rise to such previous determination no longer existin whole with interest accrued thereon. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] and the Borrowing Agent has previously notified the Administrative Agent of its selection of, 7.1.2 Such conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification reimbursement shall be deemed to provide for selection of, conversion to or renewal made at the expiry of the Base Rate Option otherwise available with respect relevant Designated Period of any then outstanding Libor Advances or BA Advances, as the case may be, or, if in the judgment of the Lender expressed to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available]in the certificate referred to above, an immediate conversion or reimbursement is necessary, immediately upon demand by the Borrowers shallAgent, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity]payment by the Borrower of breakage costs, as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.any; or

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such the Lender shall promptly so notify the Administrative Agent Borrowers and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrowers to select, convert to or renew a Euro-LIBOR Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender shall have later notified the Administrative AgentBorrowers, of the Administrative AgentLender’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent Lender makes a determination under Section 5.4.1 4.4.1 [Unascertainable] and the Borrowing Agent has Borrowers have previously notified the Administrative Agent Lender of its selection of, conversion to or renewal of a Euro-LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any the Lender notifies the Administrative Agent Borrowers of a determination under Section 5.4.2 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 5.7 [Indemnity], as to any Loan of the Lender to which a Euro-LIBOR Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select DollarsLoan, or (ii) prepay such Loan in accordance with Section 6.6 5.3 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] and the Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification Obligations under Section 6.10 5.10 [Indemnity], as to any Loan of the such Lender or Lenders to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars; provided that, any Optional Currency Loan converted to the Base Rate Option shall be converted to Dollars in an amount equal to the Dollar Equivalent amount of such Loan, or (ii) prepay such Loan in accordance with Section 6.6 5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 4.4.3 [Canadian Dollar Loans Optional Currency Not Available] then, until the Administrative Agent notifies the Borrowing Agent Borrower that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars the affected Optional Currency shall be suspended, (ii) the outstanding Loans in Canadian Dollars such affected Optional Currency shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars such Optional Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollarssuch Optional Currency, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrower to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] 3.4.1 and the Borrowing Agent Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for the selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Term Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available]3.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 6.10 4.5.2 [Indemnity], ] as to any Term Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Term Loan to the Base Rate Option otherwise available with respect to such Term Loan or select Dollars, or (ii) prepay such Term Loan in accordance with Section 6.6 4.4 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Term Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Term Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 4.4.4 [Canadian Dollar Loans Optional Currency Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, (i) to allow the Borrowing Agent Borrower to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollarsan Optional Currency, as applicable, applicable shall be suspended suspended, and (ii) if such notice asserts the illegality of making or maintaining Loans under the Base Rate Option the interest rate on which is determined by reference to the Daily LIBOR Rate component of the Base Rate, the interest rate on which Loans under the Base Rate Option shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Daily LIBOR Rate component of the Base Rate, in each case until the Administrative Agent shall have later notified the Borrowing AgentBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 4.4.1 [Unascertainable] and the Borrowing Agent Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not AvailableEtc.] above, such Lender Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders Banks and the Borrowing AgentBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the LendersBanks, in the case of such notice given by the Administrative Agent, or (B) such LenderBank, in the case of such notice given by such LenderBank, to allow the Borrowing Agent Borrower to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrower, or such Lender Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’sBank's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 3.4.1 [Unascertainable] and the Borrowing Agent Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for the termination of Borrower's Bid Loan request (without penalty) for such Loans if the Borrower has requested Bid Loans under the Bid Loan Euro-Rate Option and for the selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such LoansLoans if the Borrower has requested the Committed Loan Euro-Rate Option. If any Lender Bank notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.3.4.2

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such the applicable Lender shall promptly so notify the applicable Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the applicable Administrative Agent shall promptly send copies of such notice and certificate to the other applicable Lenders and the Borrowing AgentBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Revolving Lenders and the Term A Lenders, in the case of such notice given by the Revolving/TLA Administrative Agent, (B) the Term B Lenders, in the case of such notice given by the TLB Administrative Agent, or (BC) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrower to select, convert to or renew a Euro-LIBOR Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the applicable Administrative Agent shall have later notified the Borrowing AgentBorrower, or such Lender shall have later notified the applicable Administrative Agent, of the applicable Administrative Agent’s or such LenderXxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the any Administrative Agent makes a determination under Section 5.4.1 4.4.1 [Unascertainable] and the Borrowing Agent Borrower has previously notified the applicable Administrative Agent of its selection of, conversion to or renewal of a Euro-LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the applicable Administrative Agent of a determination under Section 5.4.2 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrower to select, convert to or renew a Euro-LIBOR Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist, which notice shall be given promptly following the termination of the circumstance which gave rise to such determination. If at any time the Administrative Agent makes a determination under Section 5.4.1 3.4.1 [Unascertainable] and the Borrowing Agent Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 3.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrower to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollarsan Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 4.4.1 [Unascertainable] and the Borrowing Agent Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 [Canadian Dollar Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollars, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 [Unascertainable] and the Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification Obligations under Section 6.10 5.11 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 6.6 5.7 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 4.4.4 [Canadian Dollar Loans Optional Currency Not Available] then, until the Administrative Agent notifies the Borrowing Agent Borrower that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars the affected Optional Currency shall be suspended, (ii) the outstanding Loans in Canadian Dollars such affected Optional Currency shall be converted into U.S. Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars such Optional Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollarssuch Optional Currency, and interest thereon shall thereafter accrue at the Base Rate Option.

Illegality; Increased Costs. Deposits Not Available], and in the case of an event specified in Section 5.4.3 3.4.3 [Canadian Dollar Optional Currency Loans Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing AgentBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrowing Agent Borrowers to select, convert to or renew a Euro-Rate Option or select Loans in Canadian Dollarsan Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrowing AgentBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 5.4.1 3.4.1 [Unascertainable] and the Borrowing Agent has Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.4.2 3.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 6.10 [Indemnity], as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select Dollars, or (ii) prepay such Loan in accordance with Section 6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 5.4.3 [Canadian Dollar Loans Not Available] then, until the Administrative Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in Canadian Dollars shall be suspended, (ii) the outstanding Loans in Canadian Dollars shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Canadian Dollar Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in Canadian Dollars to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in Canadian Dollars, and interest thereon shall thereafter accrue at the Base Rate Option.