Common use of Circumstances Affecting Eurodollar Rate Availability Clause in Contracts

Circumstances Affecting Eurodollar Rate Availability. Subject to Section 2.19, in connection with any request for a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Rate Advances or Base Rate Advances as to which the interest rate is determined with reference to the Eurodollar Rate and the right of the Borrower to Convert any Advance to or continue any Advance as a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 2.11(a)), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) Convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period.

Circumstances Affecting Eurodollar Rate Availability. Subject to Section 2.19, in In connection with any request for a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Rate Advances or Base Rate Advances as to which the interest rate is determined with reference to the Eurodollar Rate and the right of the Borrower to Convert any Advance to or continue any Advance as a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 2.11(a)), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) Convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period.

Circumstances Affecting Eurodollar Rate Availability. Subject to Unless and until a Benchmark Replacement is implemented in accordance with Section 2.193.3.3 below, in connection with any request for a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Eurodollar Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Rate Advances or Base Rate Advances as to which the interest rate is determined with reference to the Eurodollar Rate Loans and the right of the Borrower to Convert convert any Advance to or continue any Advance as a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 2.11(a)thereon), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) Convert convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Base Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period.

Circumstances Affecting Eurodollar Rate Availability. Subject to Section 2.19Unless and until a Replacement Rate is implemented in accordance with clause (b) below, in connection with any request for a Eurodollar Rate Advance Loan or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give written notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Rate Advances or Base Rate Advances as to which Loans for the interest rate is determined with reference to the Eurodollar Rate affected Interest Period and the right of the Borrower to Convert convert any Advance Loan to or continue any Advance Loan as a Eurodollar Rate Advance or a Base Rate Advance as to which Loan for the interest rate is determined with reference to the Eurodollar Rate affected Interest Period shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such affected Eurodollar Rate Advance Loan together with accrued interest thereon (subject to Section 2.11(a)11.09), on the last day of the then current Interest Period applicable to such affected Eurodollar Rate AdvanceLoan; or (B) Convert convert the then outstanding principal amount of each such affected Eurodollar Rate Advance Loan to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate Loan as of the last day of such Interest Period.

Circumstances Affecting Eurodollar Rate Availability. Subject to Section 2.19clause (b) below, in connection with any request for a Eurodollar Rate Advance Loan or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine in good faith determines (which such determination shall shall, absent manifest error, be final and conclusive and binding absent manifest errorupon all parties) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such AdvanceEurodollar Rate Loan, (ii) the Administrative Agent shall determine in good faith determines (which such determination shall shall, absent manifest error, be final and conclusive and binding absent manifest errorupon all parties) that adequate and reasonable and adequate means do not exist for the ascertaining determining the Eurodollar Rate for such any requested Interest Period with respect to a proposed Eurodollar Rate Advance Loan or any in connection with an existing or proposed Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Loan, or (iii) the Required Lenders shall in good faith determine (which such determination shall shall, absent manifest error, be final and conclusive and binding absent manifest errorupon all parties) that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining funding such Advances during such Interest PeriodEurodollar Rate Loan, then the Administrative Agent shall will promptly give notice thereof to so notify the BorrowerCompany and each Lender. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances or Base Rate Advances as to which Loans shall be suspended and (y) in the interest rate is determined event of a determination described in the preceding sentence with reference respect to the Eurodollar Rate and the right component of the Borrower to Convert any Advance to or continue any Advance as a Base Rate, the utilization of the Eurodollar Rate Advance or a component in determining the Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate shall be suspended, and in each case until the Administrative Agent (ior, with respect to clause (iii) in above, upon the case instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate AdvancesLoans or, the Borrower shall either (A) repay in full failing that, will be deemed to have converted such request into a request for a Borrowing of (or cause to be repaid in fulla conversion to) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 2.11(a)), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) Convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) Loans in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period.specified therein. CHAR1\1718846v5

Circumstances Affecting Eurodollar Rate Availability. Subject Unless and until a Replacement Rate is implemented in accordance withSubject to Section 2.19clause (bc) below, in connection with any request for a Eurodollar Rate Advance Loan or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar Eurodollareurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give written notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Rate Advances or Base Rate Advances as to which Loans for the interest rate is determined with reference to the Eurodollar Rate affected Interest Period and the right of the Borrower to Convert convert any Advance Loan to or continue any Advance Loan as a Eurodollar Rate Advance or a Base Rate Advance as to which Loan for the interest rate is determined with reference to the Eurodollar Rate affected Interest Period shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such affected Eurodollar Rate Advance Loan together with accrued interest thereon (subject to Section 2.11(a)11.09), on the last day of the then current Interest Period applicable to such affected Eurodollar Rate AdvanceLoan; or (B) Convert convert the then outstanding principal amount of each such affected Eurodollar Rate Advance Loan to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate Loan as of the last day of such Interest Period.

Circumstances Affecting Eurodollar Rate Availability. Subject to Section 2.19(a) Unless and until a Replacement Rate is implemented in accordance with clause (b) below, in connection with any request for a Borrowing of Eurodollar Rate Advance Loans or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such AdvanceBorrowing, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Borrowing or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Eurodollar Borrowings during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Borrowings of Eurodollar Rate Advances or Base Rate Advances as to which the interest rate is determined with reference to the Eurodollar Rate Loans and the right of the Borrower to Convert convert any Advance Borrowing to or continue any Advance as a Borrowing of Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Loans shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (Ax) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance Borrowing together with accrued interest thereon (subject to Section 2.11(a)10.8), on the last day of the then current Interest Period applicable to such Eurodollar Rate AdvanceBorrowing; or (By) Convert convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate Borrowing as of the last day of such Interest Period.

Circumstances Affecting Eurodollar Rate Availability. Subject to Section 2.19clause (c) below, in connection with any request for a Eurodollar Rate Advance Loan or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Rate Advances or Base Rate Advances as to which the interest rate is determined with reference to the Eurodollar Rate Loans and the right of the Borrower to Convert convert any Advance Loan to or continue any Advance Loan as a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Loan shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance Loan together with accrued interest thereon (subject to Section 2.11(a)11.12), on the last day of the then current Interest Period applicable to such Eurodollar Rate AdvanceLoan; or (B) Convert convert the then outstanding principal amount of each such Eurodollar Rate Advance Loan to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate ABR Loan as of the last day of such Interest Period.

Circumstances Affecting Eurodollar Rate Availability. Subject to Section 2.19clause (c) below, in connection with any request for a Eurodollar Rate Advance Loan or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Rate LIBOR for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the BorrowerBorrower and the Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Rate Advances or Base Rate Advances as to which the interest rate is determined with reference to the Eurodollar Rate Loans and the right of the Borrower to Convert convert any Advance Loan to or continue any Advance Loan as a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate Loan shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance Loan together with accrued interest thereon (subject to Section 2.11(a)10.09), on the last day of the then current Interest Period applicable to such Eurodollar Rate AdvanceLoan; or (B) Convert convert the then outstanding principal amount of each such Eurodollar Rate Advance Loan to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate Loan as of the last day of such Interest Period.

Circumstances Affecting Eurodollar Rate Availability. Subject to Section 2.19, in connection with any request for a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or a Conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance or any Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Rate Advances or Base Rate Advances as to which the interest rate is determined with reference to the Eurodollar Rate and the right of the Borrower to Convert any Advance to or continue any Advance as a Eurodollar Rate Advance or a Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Rate shall be suspended, and (i) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 2.11(a)), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) Convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall Convert the then outstanding principal amount of each such Advance to a Base Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period.. 44