Common use of Interest Rate Determination Clause in Contracts

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent for purposes of Section 2.07(a). (b) Subject to Section 2.08(c), if the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Advance or a Conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and of the details Interest Period of such determination Eurodollar Rate Advance, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate (including, without limitation, disclosure of because the Credit Default Swap SpreadLIBO Rate is not available or published on a current basis) for purposes of Section 2.06(a)(i) any requested Interest Period with respect to a proposed Eurodollar Rate Advance; provided that no Benchmark Transition Event shall have occurred at such time, or Section 2.06(a)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Eurodollar Rate for any Eurocurrency requested Interest Period with respect to a proposed Eurodollar Rate AdvancesAdvance does not adequately and fairly reflect the cost to such Lenders of funding such Revolving Advance, (i) the Designated Agent shall forthwith will promptly so notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency each Lender, whereupon each Eurodollar Rate Advances, (ii) each such Advance will automatically, automatically on the last day of the then-then existing Interest Period therefor, therefor Convert into a Base Rate Advance (orAdvance. Thereafter, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, make or to Convert Advances into, Eurocurrency maintain Eurodollar Rate Advances shall be suspended until the Designated Agent shall notify (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to may revoke any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of pending request for a Borrowing in sufficient amounts of, Conversion to fund their respective Eurocurrency or continuation of Eurodollar Rate Advances as or, failing that, will be deemed to have Converted such request into a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate request for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) in the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspendedamount specified therein.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances in the affected currency shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrowers and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus the Applicable Utilization Fee, if any, plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.011.01 for any Eurocurrency Rate Advances made to it, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with a one-month Interest Periodcomprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. "Overnight Eurocurrency Rate" means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank's Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrowers and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with a one-month Interest Periodcomprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. "Overnight Eurocurrency Rate" means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/100 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank's Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a one-month Interest PeriodCommitted Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any such Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (ai) To the extent required, each Each Reference Bank agrees to furnish to the Designated Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Administrative Agent for the purpose of determining any such interest rate, the Designated Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (cii) If Reuters Screen LIBOR01 Page (or, with respect to Eurocurrency Rate Advances denominated in Euros, Reuters Screen EURLIBOR Page) is unavailable and fewer than two Reference Banks are able to furnish timely information to the Designated Administrative Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, , (iA) the Designated Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, , (iiB) each such Advance will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Advance is a Eurocurrency Rate Advance that is denominated in Dollars, Convert into Base Rate Advances and (ii) if such Advance is a Eurocurrency Rate Advance that is denominated in a Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance (or, or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and ), and (iiiC) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if with respect to such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, be continued as Eurocurrency Rate Advances having an interest period of one month. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (iA) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence redenominated into an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. "Overnight Eurocurrency Rate" means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank's Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent Agent, at its request, timely information for the purpose of determining each Eurocurrency Eurodollar Rate and LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii)2.07(a)(ii) or for a LIBO Rate Advance. (cb) If (i) the Agent is unable for any reason to determine the Eurodollar Rate for any Interest Period, (ii) if applicable, fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Eurodollar Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advancepursuant to Section 2.08(a) and or (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent by 12:00 noon (London time) two Business Days prior to the first day of any Interest Period that (i) they are the Required Lenders were unable to obtain matching deposits in the London interbank market obtain, at or about approximately 11:00 A.M. (London time) on the second such Business Day before and at the making of applicable Eurodollar Rate, U.S. dollar deposits for a Borrowing period equal to such Interest Period and in sufficient amounts substantially equal to fund their such Required Lenders' respective Eurocurrency Eurodollar Rate Advances as a comprising part of such the Revolving Credit Borrowing to be outstanding during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall promptly notify the Borrower and the Lenders that of such event, whereupon: (A) within five Business Days of receipt of such notification, the circumstances causing Agent and the Borrower shall enter into good faith negotiations for a period of 15 days (or such suspension no longer exist and shorter period as is required to agree to the alternative basis referred to in this clause (A)) with a view to agreeing on an alternative basis for determining the rate of interest applicable to such Eurodollar Rate Advances; (B) any alternative basis agreed under clause (A) above with the Borrower willapproval of the Required Lenders and any interest rate determined pursuant thereto will be binding on all the parties hereto and will be retroactive to, and take effect from, the first day of the applicable Interest Period; (C) if no alternative basis is agreed under clause (A) above within the 15-day period there specified, the Agent, upon instructions of the Required Lenders, shall, on behalf of each of the Lenders, set forth an alternative basis for determining the rate of interest applicable to such Eurodollar Rate Advances on or before the last day of the then-existing Interest Period thereforto which the notification relates or, if earlier, within ten days after the expiration of the 15-day period set forth in clause (1A) if above. Each Lender shall certify to the Agent and to the Borrower such Eurocurrency Lender's actual cost of funds for funding its applicable Eurodollar Rate Advances, and the Required Lenders shall certify to the Agent and the Borrower in reasonable detail the alternative basis for determining the rate of interest to be applicable to such Eurodollar Rate Advances are denominated and such interest rate as so determined; (D) any interest rate determined pursuant to clause (C) above shall not, in Dollarsany event, either exceed (x) prepay such the Required Lenders' reasonable determination of the cost to the Lenders, as certified by them pursuant to clause (C) above, of funding their applicable Eurodollar Rate Advances or plus (y) Convert such Advances into Base Rate Advances the Applicable Margin; (E) each alternative basis so certified and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent each interest rate determined pursuant thereto shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify be binding on the Borrower and the Lenders and shall be retroactive to, and take effect from, the first day of the applicable Interest Period; and (F) so long as any alternative basis referred to above is in force, the Agent, in consultation with the Borrower and the Required Lenders, shall from time to time, but not less frequently than monthly, review whether or not the circumstances referred to in this Section 2.08(b) still prevail with a view to returning to the normal provisions of this Agreement in relation to the method of determining interest as soon as practicably possible. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, then on the Designated last day of the then existing Interest Period therefor the longest Interest Period not longer than three months that the Borrower could have selected for such Eurodollar Rate Advances in accordance with such provisions shall be applicable to such Eurodollar Rate Advances or, if the Borrower could not have selected any Interest Period for such Eurodollar Rate Advances in accordance with such provisions, such Eurodollar Rate Advances will automatically, on such last day, Convert into Base Rate Advances, and the Agent will forthwith so shall promptly notify the Borrower and the Lenders and thereof. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances will automatically, on the last day of the then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted shall automatically Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars and LIBO Rate Advance will automatically, on the last day of the then-then existing Interest Period therefor, be Converted Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Eurodollar Rate Advances into, Eurocurrency Eurodollar Rate Advances shall be suspendedsuspended until all Events of Default have been cured or waived.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Revolving Credit Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate such Eurocurrency Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, Converted into Base Rate Advances in the Equivalent amount of Dollars. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000 (or the Equivalent thereof in any Committed Currency), be continued as such Advances shall automatically (i) if such Eurocurrency Rate Advances with are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a one-month Interest PeriodCommitted Currency, Convert into Base Rate Advances in the Equivalent amount of Dollars. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be Converted into a Base Rate Advance in the Equivalent amount of Dollars and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance in the Equivalent amount of Dollars, and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Base Rate Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the applicable Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrowers and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrowers as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be redenominated into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence redenominated into an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, at the option of the Borrowers, be prepaid by the Borrowers or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, at the option of the Borrowers, be prepaid by the Borrowers or be automatically redenominated into an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist. (g) For the purposes of the Interest Act (Canada) (i) the yearly rate of interest to which any rate of interest payable under this Agreement which is calculated on any basis that is less than a full calendar year is equivalent may be determined by multiplying such rate of interest by a fraction the numerator of which is the actual number of days in the relevant year and the denominator of which is the number of days comprising such other basis of calculation, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate AdvancesAdvances under any Facility, the Majority Lenders owed at least 51% of the aggregate principal amount thereof notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereuponwhereupon (i) each Eurodollar Rate Advance under such Facility will automatically, unless on the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and as agreed by the Borrower, (Aii) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the that such Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows have determined that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, Convert into a Eurodollar Rate Borrowing having an Interest Period of one month. (id) if such Eurocurrency On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances are denominated in Dollarscomprising any Borrowing shall be reduced, be Converted by payment or prepayment or otherwise, to less than $1,000,000, such Advances shall automatically Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances in the affected currency shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrowers and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.011.01 for any Eurocurrency Rate Advances made to it, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with a one-month Interest Periodcomprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank’s Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateRate and each LIBO Rate if the Reuters Page is unavailable. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Designated , and (B) the obligation of the Lenders to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Eurocurrency Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, be continued as Eurocurrency exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances with a one-month Interest PeriodAdvances. (fd) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, make Eurocurrency Rate Advances shall be suspended. (e) If the Reuters Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the applicable currency in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances in the applicable currency for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing in such suspension no longer exist and (B) the Borrower currency will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any JPY or a Committed CurrencyCurrency (other than Dollars), either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances in such currency shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in JPY or such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any JPY or a Committed CurrencyCurrency (other than Dollars), be continued as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in JPY or a one-month Interest PeriodCommitted Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, upon the request of the Required Lenders, (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into Base a Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in JPY or a Committed Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be automatically suspended. (f) If Reuters Page EURIBOR01 (or its successor or substitute page) is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, then: (i) the Agent shall forthwith notify the Company and the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in JPY or a Committed Currency (other than Dollars), be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist. (g) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (h) If any provision of this Agreement would oblige the CDN Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereuponwhereupon (i) the Borrower of such Eurodollar Rate Advances will, unless on the Applicable Margin shall be increased to reflect last day of the then existing Interest Period therefor, either prepay such costs as determined by Advances or Convert such Majority Lenders Advances into Base Rate Advances and as agreed by the Borrower, (Aii) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Designated Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent Agent, at its request, timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (cb) If (i) the Agent is unable for any reason to determine the Eurodollar Rate for any Interest Period; (ii) if applicable, fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Eurodollar Rate for any Eurocurrency Rate Advances, Interest Period pursuant to Section 2.07(a); or (iiii) the Designated Majority Lenders notify the Agent by 12:00 noon (London time) two Business Days prior to the first day of any Interest Period that the Majority Lenders were unable to obtain, at approximately 11:00 A.M. (London time) on such Business Day and at the applicable Eurodollar Rate, Dollar deposits for a period equal to such Interest Period and in amounts substantially equal to such Majority Lenders' respective Eurodollar Rate Advances comprising part of the Borrowing to be outstanding during such Interest Period, the Agent shall forthwith promptly notify the Borrower and the Lenders that of such event, whereupon: (A) within five (5) Business Days of receipt of such notification, the Agent and the Borrower shall enter into good faith negotiations for a period of fifteen (15) days (or such shorter period as is required to agree to the alternative basis referred to in this clause (A)) with a view to agreeing on an alternative basis for determining the rate of interest applicable to such Eurodollar Rate Advances; (B) any alternative basis agreed under clause (A) above with the approval of the Majority Lenders and any interest rate cannot determined pursuant thereto will be determined binding on all the parties to this Agreement and will be retroactive to, and take effect from, the first day of the applicable Interest Period; (C) if no alternative basis is agreed under clause (A) above within the 15-day period there specified, the Agent, upon instructions of the Majority Lenders, shall, on behalf of each of the Lenders, set forth an alternative basis for determining the rate of interest applicable to such Eurocurrency Eurodollar Rate Advances on or before the last day of the Interest Period to which the notification relates or, if earlier, within ten (10) days after the expiration of the 15-day period set forth in clause (A) above. Each Lender shall certify to the Agent and to the Borrower such Lender's actual cost of funds for funding its applicable Eurodollar Rate Advances, and the Majority Lenders shall certify to the Agent and the Borrower in reasonable detail the alternative basis for determining the rate of interest to be applicable to such Eurodollar Rate Advances and such interest rate as so determined; (iiD) any interest rate determined pursuant to clause (C) above shall not, in any event, exceed (1) the Majority Lenders' reasonable determination of the cost to the Lenders, as certified by them pursuant to clause (C) above, of funding their applicable Eurodollar Rate Advances plus (2) the Applicable Margin; (E) each alternative basis so certified by the Majority Lenders pursuant to clause (C) above and each interest rate determined pursuant thereto shall be binding on the Borrower and the Lenders and shall be retroactive to, and take effect from, the first day of the applicable Interest Period; and (F) so long as any alternative basis referred to above is in force, the Agent, in consultation with the Borrower and the Majority Lenders, shall from time to time, but not less frequently than monthly, review whether or not the circumstances referred to in this Section 2.07(b) still prevail with a view to returning to the normal provisions of this Agreement in relation to the method of determining interest as soon as practicably possible. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, then on the last day of the then existing Interest Period therefor, if the Borrower could have selected an Interest Period for such Eurodollar Rate Advances in accordance with such provisions, an Interest Period with a duration of three (3) months shall be applicable to such Eurodollar Rate Advances or, if the Borrower could not have selected any Interest Period for such Eurodollar Rate Advances in accordance with such provisions, such Eurodollar Rate Advances will automatically, on such last day, Convert into Base Rate Advances, and the Agent shall promptly notify the Borrower and the Lenders thereof. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of (i) any Event of Default, (A) each Eurodollar Rate Advance then outstanding will automatically, on the last day of the then-then existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) ; and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, (AB) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist all Events of Default have been cured or waived; and (Bii) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency any failure to prepay any Eurodollar Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.012.09(b)(i), the Designated Agent will forthwith (A) each Eurodollar Rate Advance required to be so notify the Borrower and the Lenders and such Advances prepaid will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted Convert into a Base Rate Advance Advance; and (iiB) the Lenders shall have no obligation of the Lenders to make, or to Convert Advances into, Eurocurrency any Base Rate Advances shall required to be suspendedprepaid pursuant to Section 2.09(b)(i) into Eurodollar Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If British Bankers’ Association Interest Settlement Rates are unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to each Eurodollar Rate Advance, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the applicable currency in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances in the applicable currency for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing in such suspension no longer exist and (B) the Borrower currency will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances in such currency shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate such Eurocurrency Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in Euros, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euros, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate such Eurocurrency Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Revolving Credit Lenders or the Required Term Lenders, as applicable, notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a) (i) each Eurocurrency Rate Advance will, upon request of the Required Lenders to the Agent, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall shall, if so requested by the Required Lenders, be suspended. (f) If Reuters LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Administrative Agent shall give prompt notice (i) to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Administrative Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii2.08(a)(i), and(ii) to the Company, if applicable, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii) and (iii) to the applicable Borrower the rate, if any, furnished by each Reference Swing Line Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii) (it being understood that the Administrative Agent shall not be required to disclose to any party hereto (other than the Company and the applicable Borrower) any information regarding any Swing Line Bank or any rate provided by such Swing Line Bank in accordance with such Section, including, without limitation, whether a Swing Line Bank has provided a rate or the rate provided by any individual Swing Line Bank). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Designated , and (B) the obligation of the Lenders to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Eurocurrency Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, be continued as Eurocurrency exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances with a one-month Interest PeriodAdvances. (fd) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, make Eurocurrency Rate Advances shall be suspended. (e) If the Reuters Page is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to Eurocurrency Rate Advances, each such Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist. (f) If at any time the Administrative Agent determines in good faith, or the Company or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to the Company) that the Company or the Majority Lenders (as applicable) have determined in good faith, that (i) adequate and reasonable means do not exist for determining the Eurocurrency Rate and such circumstances are unlikely to be temporary, (ii) the administrator of the Eurocurrency Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans (such specific date, the “Scheduled Unavailability Date”) or (iii) a new benchmark interest rate to replace LIBOR has become broadly accepted by the syndicated loan market in the United States, then the Administrative Agent and the Company may amend this Agreement to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time together with any proposed LIBOR Successor Rate Conforming Changes, and, notwithstanding any provision of this Agreement or any other Loan Document to the contrary, any such amendment shall become effective at 5:00 P.M. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent notice that such Majority Lenders do not accept such amendment; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. If no such alternate rate of interest has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Advances shall be suspended (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) and each such Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Advances (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing comprised of Base Rate Advances in the amount specified therein.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Designated Administrative Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.09(a)(i) or Section 2.06(a)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.09(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, (i) the Majority Administrative Agent shall have determined (which determination shall be conclusive and binding absent demonstrable error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate or because the Screen Rate is not available or published on a current basis) do not exist for ascertaining the Eurocurrency Rate for such Interest Period or (ii) the Required Lenders notify the Designated Administrative Agent that (ix) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time or as applicable, Toronto Ontario time) on the second Business Day before (or in the case of Borrowings in Sterling, Canadian Dollars and Australian Dollars, on the Business Day of) the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (iiy) the Eurocurrency Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such Majority the Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Administrative Agent shall forthwith so notify the applicable Borrower and the Lenders, whereuponwhereupon (A) such Borrower will, unless on the Applicable Margin shall be increased last day of the then existing Interest Period therefor, either, in the case of Dollar denominated Advances, (w) prepay such Advances or (x) Convert such Advances into Base Rate Advances or, in the case of Alternative Currency denominated Advances, (y) prepay such Advances or (z) consent to reflect the maintenance of such costs as Advances at a rate for short term borrowings of the applicable Alternative Currency determined by such Majority Lenders and as agreed in a customary manner in good faith by the Borrower, Administrative Agent and (AB) the obligation of the Lenders to make, or to Convert Base Rate Dollar denominated Advances into, Eurocurrency Rate Advances shall be suspended suspended, and any applicable Alternative Currency denominated Advances shall be made and maintained at a rate for short term borrowings of such Alternative Currency determined in a customary manner in good faith by the Administrative Agent, until the Designated Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the a Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances made to such Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Eurocurrency Rate Advances will automatically, on the last day of the then-then existing Interest Period therefor, Convert into Base Rate Advances, or in the case of Eurocurrency Rate Advances denominated in Alternative Currency, automatically Convert to a new Eurocurrency Rate Advance with an Interest Period of one month’s duration. (d) If at any time the Administrative Agent (of its own accord or at the request of a Borrower) determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.10(b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.10(b)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall use reasonable efforts and endeavor in good faith to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Promptly after finalizing the form of such amendment, the Administrative Agent shall provide a copy of such Amendment to the Lenders, and, notwithstanding anything to the contrary in Section 9.01, the Administrative Agent shall be authorized to enter into such amendment without any further action or consent of any other party to this Agreement (other than the Borrowers) so long as the Administrative Agent shall not have received, within three Business Days of the date notice of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object in good faith to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.10(d) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(d), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests to Convert any Advance to, or continue any Advance as, a Eurocurrency Rate Advances are Advance shall be ineffective and (y) if any borrowing request requests a Eurocurrency Rate Advance, such Advance shall be made, in the case of an Advance denominated in Dollars, be Converted into as a Base Rate Advances and (ii) if such Eurocurrency Rate Advances are Advance or, in the case of an Advance denominated in any Committed an Alternative Currency, be continued as Eurocurrency Rate Advances with at a one-month Interest Periodrate for short term borrowings of the applicable Alternative Currency determined in a customary manner in good faith by the Administrative Agent. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the Lenders to make, or to Convert Dollar denominated Advances into, Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrowers and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with a one-month Interest Periodcomprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. "Overnight Eurocurrency Rate" means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/100 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank's Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateRate and each LIBO Rate if Reuters Screen LIBOR01 Page is unavailable. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders reasonably and in good faith notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Revolving Credit Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Revolving Credit Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Revolving Credit Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Revolving Credit Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Revolving Credit Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Revolving Credit Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Revolving Credit Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as Eurocurrency exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances with a one-month Interest PeriodAdvances. (fd) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Revolving Credit Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may elect, by notice to the Agent and the Revolving Credit Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Margin and the average, rounded to four (4) decimal places, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank’s Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically be continued as Eurocurrency Rate Advances having an Interest Period of one month. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then-then existing Interest Period therefor, (iA) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist and the Agent shall promptly notify the Company and the Lenders following its knowledge thereof.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate such Eurocurrency Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as redenominated into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with a one-month Interest Periodcomprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be redenominated into an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically redenominated into an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Base Rate Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate such Eurocurrency Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as redenominated into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000 (or the Equivalent thereof in a one-month Interest PeriodCommitted Currency), such Advances shall automatically Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be redenominated into an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically redenominated into an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Base Rate Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost Required Lenders, as determined in the exercise of each such Majority Lender reasonably determines in good faith is material) Lender’s commercially reasonable discretion, of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower relevant Borrowers will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros or Sterling, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrowers and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in Euros or Sterling, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances denominated in Dollars comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default that has not been waived, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros or Sterling, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If the service selected by the Agent to determine the EURIBO Rate or Eurocurrency Rate is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euros or Sterling, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances denominated in, or to Convert Advances into Eurocurrency Rate Advances of, the affected currency shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page (and any successor page) is unavailable and no Reference Bank has furnished timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateRate and each LIBO Rate if the Moneyline Telerate Markets page in unavailable. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 9:00 A.M. (London New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank’s Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice (i) to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii), and, if applicable, (a)(ii) and (ii) to the Borrower the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “Eurodollar Rate”, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, therefor either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Convert into Base Rate Advances; provided, that the Borrower may direct the Agent in the applicable Notice of Borrowing to continue Eurodollar Rate Advances are denominated as successive Interest Periods of the same duration until the Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in Dollarsthe form of Exhibit B-2 that, be Converted as of the end of such Interest Period, the applicable Eurodollar Rate Advances shall Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, or shall be continued as Eurocurrency Eurodollar Rate Advances with a one-month having an Interest PeriodPeriod as so notified. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and no Reference Bank furnishes timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically be continued as Eurocurrency Rate Advances having an Interest Period of one month. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then-then existing Interest Period therefor, (iA) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist and the Agent shall promptly notify the Company and the Lenders following its knowledge thereof.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period Period, then the Revolving Credit Advances comprising such Borrowing shall be made as Base Rate Advances and the obligation of the Lenders to make, or Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the applicable Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances for an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after applicable Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrowers as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the Borrower Borrowers shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the Borrower Borrowers and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with a one-month Interest Periodcomprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $25,000,000, such Advances shall automatically Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each such Eurocurrency Rate Advance shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. "Overnight Eurocurrency Rate" means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank's Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateRate and each LIBO Rate if the Telerate Markets page in unavailable. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 9:00 A.M. (London New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. "Overnight Eurocurrency Rate" means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank's Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate or each EURIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Appropriate Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate AdvancesAdvances under any Facility, the Majority Lenders owed at least 50% of the then aggregate unpaid principal amount of such Facility notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Appropriate Lenders, whereuponwhereupon (i) in the case of Advances outstanding under the Tranche A Facility, unless the Applicable Margin shall be increased to reflect Borrower of such costs as determined by such Majority Lenders and as agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1A) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Designated , (ii) in the case of Advances outstanding under the Tranche B Facility or the Tranche C Facility, the Borrower of such Eurocurrency Rate Advances will, on the last day of the then existing Interest Period therefor prepay such Advances and (iii) the obligation of the Appropriate Lenders to make, or to Convert Tranche A Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Appropriate Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) in the case of Advances outstanding under the Tranche A Facility, (x) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (y) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances and (ii) in the case of Advances outstanding under the Tranche B Facility or the Tranche C Facility, shall be continued with an Interest Period of one month, (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, (i) in the case of Advances outstanding under the Tranche A Facility, such Advances shall automatically (A) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances and (ii) in the case of Advances outstanding under the Tranche B Facility or the Tranche C Facility, shall be repaid at the end of the applicable Interest Period. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance under the Tranche A Facility will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance and Advances, (ii) the obligation of the Tranche A Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspendedsuspended and (iii) each Eurocurrency Rate Advance under the Tranche B Facility or the Tranche C Facility shall not be continued with an Interest Period of longer than one month. (f) If Reuters LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or EURIBO Rate, as the case may be, for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) in the case of Advances outstanding under the Tranche A Facility, (1) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (2) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (B) in the case of Advances outstanding under the Tranche B Facility or the Tranche C Facility, shall bear interest at the Overnight Rate, and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base such Eurodollar Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateRate and each LIBO Rate if the applicable Telerate Page is unavailable. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Designated , and (B) the obligation of the Lenders to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Eurocurrency Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, be continued as Eurocurrency redenominated into an Equivalent amount of Dollars and be Converted into Base Rate Advances with a one-month Interest PeriodAdvances. (fd) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be redenominated into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, make Eurocurrency Rate Advances shall be suspended. (e) If the applicable Telerate Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be prepaid by the applicable Borrower or be automatically redenominated into an Equivalent amount of

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a one-month Interest PeriodCommitted Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page (or any successor page or other relevant Reuters Screen page) is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Administrative Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Administrative Agent for the purpose of determining any such interest rate, the Designated Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Administrative Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (da) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Majority Required Lenders notify the Designated Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest PeriodPeriod as a result of circumstances other than those circumstances described in Section 2.11, the Designated Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereuponwhereupon (i) each Eurodollar Rate Advance will automatically, unless on the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and as agreed by the Borrower, (Aii) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Designated Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (fb) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a6.01 (a), (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (c) If the Reuters Screen LIBOR01 Page (or any successor or substitute page of such page) is unavailable, and fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Administrative Agent shall forthwith notify the Company and the appropriate Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Company and the appropriate Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii); provided, andhowever, if applicable, that the rate, if any, Borrower acknowledges and agrees that in no event (subject to applicable law) shall the Agent provide or be required to provide the Borrower with any individual interest rate furnished by each any Reference Bank to the Agent for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Revolving Credit Lenders, the Required Term Lenders or the Required Tranche B Incremental Lenders, as applicable, notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a one-month Interest PeriodCommitted Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)6.01, (i) each Eurocurrency Rate Advance denominated in Dollars will automaticallywill, upon request of the Required Lenders to the Agent, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall shall, if so requested by the Required Lenders, be suspended. (f) If no Screen Rate is available and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, then: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances; (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance); and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Ratebenchmark. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i)-(iv); provided, however, that the Borrower acknowledges and agrees that in no event (subject to applicable law) shall the Agent provide or Section 2.06(a)(ii), and, if applicable, be required to provide the rate, if any, Borrower with any individual interest rate furnished by each any Reference Bank to the Agent for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a). . (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Term SOFR Advances or Eurocurrency Rate Advances, the Majority Required Revolving Credit Lenders, the Required Term Lenders, the Required Tranche B Lenders or, the Required Tranche B2 Lenders or the Required Tranche B3 Lenders, as applicable, notify the Designated Agent that (ii)(a) in regards to the Term SOFR Advances, they are unable to obtain matching deposits in the interbank market at or about 11:00 A.M. (New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (b) in regards to the Eurocurrency Rate Advances, they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Adjusted Term SOFR or Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Term SOFR Advances or the Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, such Term SOFR Advances or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.78

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Revolving Credit Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate such Eurocurrency Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in Euros, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euros, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice (i) to the applicable Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii), and, if applicable, (a)(ii) and (ii) to the applicable Borrower the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the applicable Borrower) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “Eurocurrency Rate”, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, therefor (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify such Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the Designated circumstances set forth in clause (ii) above are applicable, such Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the thenthen existing Interest Period therefor (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default with respect to the Company or any Designated Subsidiary or with respect to the Co-Borrower (i) each Eurocurrency Rate Advance made to the Company or any Designated Subsidiary or made to the Co-Borrower, as applicable, will automatically, on the last day of the then existing Interest Period therefor, (iA) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by such Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify such Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice (i) to the Borrower and the Appropriate Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii), and, if applicable, (a)(ii) and (ii) to the Borrower the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “Eurodollar Rate”, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate AdvancesAdvances under any Facility, Lenders owed at least 50% of the Majority Lenders then aggregate unpaid principal amount thereof notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, therefor either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Convert into Base Rate Advances; provided, that the Borrower may direct the Agent in the applicable Notice of Borrowing to continue Eurodollar Rate Advances are denominated as successive Interest Periods of the same duration until the Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in Dollarsthe form of Exhibit B-2 that, be Converted as of the end of such Interest Period, the applicable Eurodollar Rate Advances shall Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, or shall be continued as Eurocurrency Eurodollar Rate Advances with a one-month having an Interest PeriodPeriod as so notified. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateRate and each LIBO Rate if the Reuters Page is unavailable. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii)2.08(a)(ii) . (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Designated , and (B) the obligation of the Lenders to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Eurocurrency Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, be continued as Eurocurrency exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances with a one-month Interest PeriodAdvances. (fd) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, make Eurocurrency Rate Advances shall be suspended. (e) If the Reuters Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Administrative Agent shall give prompt notice to the Borrower Company and the Lenders applicable Borrower (if other than the Company) and each of the Banks of the applicable interest rate determined by the Designated Administrative Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders Banks notify the Designated Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. 2:00 P.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) Banks of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower willshall, on the last day of the then-then existing Interest Period therefortherefore, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Alternative Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and convert such Advances into Base Rate Advances. The Designated Agent , and (B) the obligation of the Banks to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that be suspended until the circumstances causing such suspension no longer exist; provided, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Administrative Agent shall notify the Borrower and the LendersBanks, to continue such Advances in such Alternative Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Bank, the cost to such Bank (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Bank shall certify its costs of funds for each such Interest Period to the Administrative Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the applicable Borrower shall fail to select the duration of any the Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Administrative Agent will shall forthwith so notify the applicable Borrower and the Lenders Banks and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Alternative Currency, be continued as Eurocurrency redenominated into an Equivalent amount of Dollars and converted into Base Rate Advances with a one-month Interest PeriodAdvances. (fd) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into a Base Rate Advance and (ii) the obligation of the Lenders Banks to make, or to Convert Advances into, make Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may elect, by notice to the Administrative Agent and the Banks within one (1) Business Day of such Event of Default, to continue such Advances in such Alternative Currency, whereupon the Administrative Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three (3) Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. (e) If fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Administrative Agent shall forthwith notify the Company and the applicable Borrower (if not the Company) and the Banks that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into a Base Rate Advance, and (iii) the obligation of the Banks to make Eurocurrency Rate Advances shall be suspended until the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice (i) to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii), and, if applicable, (a)(ii) and (ii) to the Borrower the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “Eurodollar Rate”, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, therefor either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Convert into Base Rate Advances; provided, that the Borrower may direct the Agent in the applicable Notice of Borrowing to continue Eurodollar Rate Advances are denominated as successive Interest Periods of the same duration until the Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in Dollarsthe form of Exhibit B-2 that, be Converted as of the end of such Interest Period, the applicable Eurodollar Rate Advances shall Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, or shall be continued as Eurocurrency Eurodollar Rate Advances with a one-month having an Interest PeriodPeriod as so notified. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and no Reference Bank furnishes timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Agent shall give prompt notice (i) to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii), and, if applicable, (ii) and (ii) to the applicable Borrower the rate, if any, furnished by each Reference Swing Line Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the Company and the applicable Borrower) any information regarding any Swing Line Bank or any rate provided by such Swing Line Bank in accordance with such Section, including, without limitation, whether a Swing Line Bank has provided a rate or the rate provided by any individual Swing Line Bank). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Designated , and (B) the obligation of the Lenders to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Eurocurrency Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, be continued as Eurocurrency exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances with a one-month Interest PeriodAdvances. (fd) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, make Eurocurrency Rate Advances shall be suspended. (e) If the Reuters Page is unavailable, (i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice (i) to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii), and, if applicable, (a)(ii) and (ii) to the Borrower the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “Eurodollar Rate”, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate AdvancesAdvances under the Facility, Lenders owed at least 50% of the Majority Lenders then aggregate unpaid principal amount thereof notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, therefor either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Convert into Base Rate Advances; provided, that the Borrower may direct the Agent in the applicable Notice of Borrowing to continue Eurodollar Rate Advances are denominated as successive Interest Periods of the same duration until the Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in Dollarsthe form of Exhibit B-2 that, be Converted as of the end of such Interest Period, the applicable Eurodollar Rate Advances shall Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, or shall be continued as Eurocurrency Eurodollar Rate Advances with a one-month having an Interest PeriodPeriod as so notified. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and no Reference Bank furnishes timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) the One Month LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the applicable currency in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances in the applicable currency for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing in such suspension no longer exist and (B) the Borrower currency will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances in such currency shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in Euros for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in Euros, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in Euros, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page or Reuters EURIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euros, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower Borrowers will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued continue as Eurocurrency Rate Advances with a one-month having an Interest PeriodPeriod of one month. (fd) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances denominated in Dollars comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the $5,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If the relevant Moneyline Telerate Markets page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate AdvancesBorrowing, the Majority Lenders owed at least 51% of the aggregate principal amount thereof notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Jabil Credit Agreement Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances comprising a Revolving Credit Borrowing into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice (i) to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii), and, if applicable, (a)(ii) and (ii) to the Borrower the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “Eurodollar Rate”, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate Advances, Lenders owed at least 50% of the Majority Lenders then aggregate unpaid principal amount thereof notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, therefor either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2B) if such Eurocurrency the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Convert into Base Rate Advances; provided, that the Borrower may direct the Agent in the applicable Notice of Borrowing to continue Eurodollar Rate Advances are denominated as successive Interest Periods of the same duration until the Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in Dollarsthe form of Exhibit B-2 that, be Converted as of the end of such Interest Period, the applicable Eurodollar Rate Advances shall Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, or shall be continued as Eurocurrency Eurodollar Rate Advances with a one-month having an Interest PeriodPeriod as so notified. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and no Reference Bank furnishes timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in the Notes or any other document delivered in connection herewith, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either either, at such Borrower's option, (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent in Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, . The Agent hereby agrees to give prompt notice to the Designated Agent shall notify the Borrower Company and the LendersLender of the termination of the circumstances causing such suspension. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent in Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a one-month Interest PeriodCommitted Currency, be exchanged for an Equivalent in Dollars and Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent in Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, if not prepaid by the Borrower on that day, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be automatically exchanged for an Equivalent in Dollars and be Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. The Agent hereby agrees to give prompt notice to the Company and the Lender of the termination of the circumstances causing such suspension.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Paying Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Paying Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (eb) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Paying Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fc) Upon the occurrence and during the continuance of If in connection with any Event of Default under Section 6.01(a)request for a Eurodollar Rate Advance or a conversion to or continuation thereof, (i) each Eurocurrency the Paying Agent determines that (A) U.S. dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Advance, or (B) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Advance denominated or in Dollars will automatically, on the last day of the then-connection with an existing Interest Period therefor, be Converted into a or proposed Base Rate Advance and (y) the circumstances described in Section 2.08(e) do not apply (in each case with respect to this clause (i), “Impacted Advances”), or (ii) the Paying Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Advance does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Advance, the Paying Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make, make or to Convert Advances into, Eurocurrency maintain Eurodollar Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Paying Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of the first sentence of this Section 2.08(c), until the Paying Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, Conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances in the amount specified therein. (d) Notwithstanding the foregoing, if the Paying Agent has made the determination described in clause (i) of the first sentence of Section 2.08(c), the Paying Agent, in consultation with the Borrower and Required Lenders, may establish an alternative interest rate for the Impacted Advances, in which case, such alternative rate of interest shall apply with respect to the Impacted Advances until (i) the Paying Agent revokes the notice delivered with respect to the Impacted Advances under clause (i) of the first sentence of Section 2.08(c), (ii) the Paying Agent or the Required Lenders notify the Paying Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Advances, or (iii) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Advances whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Paying Agent and the Borrower written notice thereof. (e) Notwithstanding anything to the contrary herein: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) (x) Upon (A) the occurrence of a Benchmark Transition Event or (B) a determination by the Paying Agent that neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available (unless an Early Opt-in Effective Date in respect of an Other Rate Early Opt-in has occurred), the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement so long as the Paying Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of Benchmark Replacement unless the Paying Agent determines that neither of such alternative rates is available.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Appropriate Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advancesunder any Facility, the Majority Lenders owed at least 51% of the aggregate principal amount thereof notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Appropriate Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Revolving Credit Advances or Term Loan Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Appropriate Lenders to make Eurocurrency Rate Advances or to Convert Advances comprising a Syndicated Borrowing into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Administrative Agent shall give prompt notice (i) to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Administrative Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii2.08(a)(i), and(ii) to the Company, if applicable, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii) and (iii) to the applicable Borrower the rate, if any, furnished by each Reference Swing Line Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii) (it being understood that the Administrative Agent shall not be required to disclose to any party hereto (other than the Company and the applicable Borrower) any information regarding any Swing Line Bank or any rate provided by such Swing Line Bank in accordance with such Section, including, without limitation, whether a Swing Line Bank has provided a rate or the rate provided by any individual Swing Line Bank). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon NYDOCS01/1619437.3A 44 (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Designated , and (B) the obligation of the Lenders to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Eurocurrency Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, be continued as Eurocurrency exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances with a one-month Interest PeriodAdvances. (fd) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, make Eurocurrency Rate Advances shall be suspended. (e) If the Reuters Page is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and NYDOCS01/1619437.3A 45 (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RatebenchmarkBenchmark. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i)-(iv); provided, however, that the Borrower acknowledges and agrees that in no event (subject to applicable law) shall the Agent provide or Section 2.06(a)(ii), and, if applicable, be required to provide the rate, if any, Borrower with any individual interest rate furnished by each any Reference Bank to the Agent for the purpose of determining the applicable theany interest rate under Section 2.06(a)(ii2.07(a). . (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Term SOFR Advances or Eurocurrency Rate Advances, the Majority Required Revolving Credit Lenders, the Required Term Lenders, the Required Tranche B Lenders, the Required Tranche B2A Lenders or the Required Tranche B3 Lenders, as applicable, notify the Designated Agent that (ii)(a) in regards to the Term SOFR Advances, they are unable to obtain matching deposits in the interbank market at or about 11:00 A.M. (New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period prior to the commencement of any Interest Period, adequate and reasonable means do not exist for ascertaining Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (b) in regards to the Eurocurrency Rate Advances, they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Periodprior to the commencement of any Interest Period, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate (including because EURIBOR is not available or published on a current basis), for such Interest Period or (ii) the Adjusted Term SOFR or the Adjusted Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Term SOFR Advances or the Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, such Term SOFR Advances or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in DollarsTerm SOFR Advances, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are Eurocurrency Rate Advances are denominated in any Committed CurrencyAdvances, either (x) prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. Advances or (ey) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and exchange such Advances will automatically, on the last day into an Equivalent amount of the then-existing Interest Period therefor, (i) if Dollars and Convert such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance and (iiB) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Term SOFR Advances or Eurocurrency Rate Advances Advances, as applicable, shall be suspendedsuspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate Advances into, such Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent 24 amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice (i) to the applicable Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii), and, if applicable, (a)(ii) and (ii) to the applicable Borrower the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the applicable Borrower) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of "Eurocurrency Rate", including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter‑bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, therefor (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify such Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the Designated circumstances set forth in clause (ii) above are applicable, such Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances made to it in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the thenthen existing Interest Period therefor (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances; provided, that the applicable Borrower may direct the Agent in the applicable Notice of Borrowing to continue Eurocurrency Rate Advances as successive Interest Periods of the same duration until such Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in the form of Exhibit B-1 that, as of the end of such Interest Period, the applicable Eurocurrency Rate Advances shall Convert into Base Rate Advances or shall be continued as Eurocurrency Advances having an Interest Period as so notified. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default with respect to the Company or any Designated Subsidiary or with respect to the Co-Borrower (i) each Eurocurrency Rate Advance made to the Company or any Designated Subsidiary or made to the Co-Borrower, as applicable, will automatically, on the last day of the then existing Interest Period therefor, (iA) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by such Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify such Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate such Eurocurrency Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in Euros, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed CurrencyEuros, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euros, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Administrative Agent shall give prompt notice to the Borrower Company and the Lenders applicable Borrower (if other than the Company) and each of the Banks of the applicable interest rate determined by the Designated Administrative Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) . If, with respect to any Eurocurrency Rate Advances, the Majority Lenders Banks notify the Designated Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. 2:00 P.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) Banks of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower willshall, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Alternative Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and convert such Advances into Base Rate Advances. The Designated Agent , and (B) the obligation of the Banks to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that be suspended until the circumstances causing such suspension no longer exist; provided, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Administrative Agent shall notify the Borrower and the Lenders. Banks, to continue such Advances in such Alternative Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Bank, the cost to such Bank (eexpressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Bank shall certify its costs of funds for each such Interest Period to the Administrative Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). If the applicable Borrower shall fail to select the duration of any the Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Administrative Agent will shall forthwith so notify the applicable Borrower and the Lenders Banks and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Alternative Currency, be continued as Eurocurrency redenominated into an Equivalent amount of Dollars and converted into Base Rate Advances with a one-month Interest Period. (f) Advances. Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into a Base Rate Advance and (ii) the obligation of the Lenders Banks to make, or to Convert Advances into, make Eurocurrency Rate Advances shall be suspended., provided that the applicable Borrower may elect, by notice to the Administrative Agent and the Banks within one (1) Business Day of such Event of Default, to continue such Advances in such Alternative Currency, whereupon the Administrative Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three (3) Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. If fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, the Administrative Agent shall forthwith notify the Company and the applicable Borrower (if not the Company) and the Banks that the interest rate cannot be determined for such Eurocurrency Rate Advances, with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into a Base Rate Advance, and

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateLIBOR. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.09(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.09(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate LIBOR for any Eurocurrency Rate LIBOR Advances, the LIBOR with respect to such LIBOR Advance shall be determined by the Agent to be the offered rate per annum at which deposits in dollars appear with respect to the relevant Interest Period on the Dow ▇▇▇▇▇ Market Service Page 3750 (or any successor page), or if such offered rate is not available, then the rate per annum at which deposits in dollars appear with respect to such Interest Period on the Reuters Screen LIBOR Page (or any successor page) in each case as of 11:00 a.m. (London time), two Business Days prior to the beginning of such Interest Period or in the event that the foregoing offered rates are not available then: (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate LIBOR Advances, . (ii) each such Advance will automatically, on the last day of the then-then existing Interest Period therefor, Convert into a Base Rate Advance (or, or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and and (iii) the obligation of the Lenders to make, or to Convert A Advances into, Eurocurrency Rate LIBOR Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that two or more Reference Banks have furnished timely information to the Agent for the purpose of determining the LIBOR. (d) If any Reference Bank shall fail to furnish timely information to the Agent pursuant to this Section 2.09 the Borrower may, with the consent of the Agent (which consent shall not be unreasonably withheld), appoint another Lender as a replacement for such Reference Bank. (e) If, with respect to any LIBOR Advances, the Majority Lenders notify the Agent that the LIBOR for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective LIBOR Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert A Advances into, LIBOR Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ef) If the Borrower shall fail to select the duration of any a new Interest Period for any Eurocurrency Rate outstanding LIBOR Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fg) Upon On the occurrence date on which the aggregate unpaid principal amount of A Advances comprising any A Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $20,000,000, such A Advances shall, if they are LIBOR Advances, automatically Convert into Base Rate Advances, and during on and after such date the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day right of the then-existing Borrower to Convert such A Advances into LIBOR Advances shall terminate; provided, however that, if and so long as each such A Advance shall be of the same Type and have the same Interest Period thereforas A Advances comprising another A Borrowing or other A Borrowings, be Converted into a Base Rate Advance and (ii) the obligation aggregate unpaid principal amount of all such A Advances shall equal or exceed $20,000,000, the Lenders Borrower shall have the right to makecontinue all such A Advances as, or to Convert all such A Advances into, Eurocurrency Rate Advances shall be suspendedof such Type having such Interest Period.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank --------------------------- agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.06(a). (b) If, at any time when the Advance is a Eurodollar Rate Advance, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advance will not adequately reflect the cost to such Required Lenders of funding or maintaining their respective share of the Advance for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance. (c) If On the date on which the aggregate unpaid principal amount of the Advance shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, if the Advance is a Eurodollar Rate Advance, it will automatically Convert into a Base Rate Advance. (d) Upon the occurrence and during the continuance of any Event of Default, if the Advance is a Eurodollar Rate Advance, it will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance. (e) If, at any time after the Agent has appointed more than two Reference Banks, fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Eurodollar Rate for any Eurocurrency Rate Advances, an Interest Period, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate AdvancesInterest Period, and (ii) each such the Advance will automatically, on the last day of the then-then existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Appropriate Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Eurodollar Rate AdvancesAdvances under any Facility, the Majority Lenders owed at least 51% of the aggregate principal amount thereof notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereuponwhereupon (i) each Eurodollar Rate Advance will automatically, unless on the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and as agreed by the Borrower, (Aii) the obligation of the Appropriate Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the such Lenders have determined that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall so notify the Borrower and the LendersBorrower. (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest PeriodAdvances. (fd) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurocurrency Eurodollar Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, be Converted Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each outstanding Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period Period, then the Revolving Credit Advances comprising such Borrowing shall be made as Base Rate Advances and the obligation of the Lenders to make, or Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the applicable Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances for an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after applicable Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated applicable Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrowers as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the Borrower Borrowers shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower Borrowers and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued as exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances with a one-month Interest Periodcomprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $25,000,000, such Advances shall automatically Convert into Base Rate Advances. (fe) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each such Eurocurrency Rate Advance shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank’s Eurocurrency Rate Advances.

Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower Borrowers will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any a Committed Currency, be continued continue as Eurocurrency Rate Advances with a one-month having an Interest PeriodPeriod of one month. (fd) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances denominated in Dollars comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the $5,000,000, such Advances shall automatically Convert into Base Rate Advances. Back to Contents (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If the relevant Moneyline Telerate Markets page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateRate and each LIBO Rate if the applicable Telerate Page is unavailable. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.08(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.08(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the each Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Designated , and (B) the obligation of the Lenders to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify each Borrower and the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Eurocurrency Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.of

Interest Rate Determination. (a) To If the extent requiredEurocurrency Rate Service or EURIBO Rate Service, as applicable, is not available, (a) each Reference Bank agrees agrees, if requested by the Agent, to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If the Eurocurrency Rate Service or EURIBO Rate Service, as applicable, is not available and if any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) Bank(s). The Designated Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Designated Agent and for purposes of Section 2.07(a)(i) or (ii) (it being understood that the details Agent shall not be required to disclose to any party hereto (other than the Company) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of such determination (“EURIBO Rate” or “Eurocurrency Rate”, including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i) or Section 2.06(a)(ii), and, if applicable, the rate, if any, furnished by each whether a Reference Bank for has provided a rate or the purpose of determining the applicable interest rate under Section 2.06(a)(iiprovided by any individual Reference Bank). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation Borrower of the Lenders to make, or to Convert Base Rate such Eurocurrency Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Company and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders. (ec) If the any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, will be deemed to have selected an Interest Period of one month and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If the Eurocurrency Rate Service or EURIBO Rate Service, as applicable, is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has requested such information, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) To the extent required, each Each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency RateRate and each LIBO Rate if the Telerate Markets page in unavailable. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining any such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) . The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent and of the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Section 2.06(a)(i2.07(a)(i) or Section 2.06(a)(ii(ii), and, if applicable, and the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii2.07(a)(ii). (c) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (db) If, with respect to any Eurocurrency Rate Advances, the Majority Required Lenders notify the Designated Agent that (i) they are unable to obtain matching deposits in the London interbank inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, whereupon, unless the Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the Borrower, whereupon (A) the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower will, on the last day of the then-then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances. The Designated Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall use reasonable efforts to determine from time to time whether notify the circumstances causing such suspension no longer exist and, promptly after Borrower and the Designated Agent knows Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Designated Borrower may elect, by notice to the Agent shall notify the Borrower and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ec) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then-then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be continued as Eurocurrency Rate Advances with a one-month Interest Period. (f) Upon the occurrence exchanged for an Equivalent amount of Dollars and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then-existing Interest Period therefor, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. "Overnight Eurocurrency Rate" means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank's Eurocurrency Rate Advances.