Common use of Substituted Interest Rate Clause in Contracts

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “Affected Advance”), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate Loans, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loans. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loans.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in the exercise of its reasonable discretion (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and either reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or as Eurodollar Advances (each, each an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, determination on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x1) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y2) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) to be Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert or continue all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar eurocurrency market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 2.6 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, Eurodollar Rate with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances, or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or as Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly ---------------- notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determinationdetermination and the reasons therefor, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (cb) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower and the Lenders promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurocurrency market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.6 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), (1) no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor shall and (2) the Borrower shall not have the right to convert or continue all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 2.6 or (ii) in the Required Lenders event that any Lender shall have notified the Administrative Agent that they have reasonably it has determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders Lender of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans a proposed Loan that the Borrower has requested be made as LIBOR Loans a Eurodollar Loan, or LIBOR Loans a Eurodollar Loan that will result from the requested conversion of any portion of the Advances Loan into LIBOR Loans a Eurodollar Loan (each, any such Loan being herein called an “Affected Advance”"AFFECTED LOAN"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, confirmed in writing, on or, to the extent practicable, or prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan or the requested conversion date of such Loan. If the Administrative Agent shall give such notice, (a) any requested Affected Advances Loan shall be made as Prime Rate Loansan ABR Loan, (b) the Advances (or any portion thereof) Loan that were was to have been converted to an Affected Advances Loan shall be converted to or continued as Prime Rate Loans an ABR Loan and (c) any outstanding Affected Advances Loan shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loansan ABR Loan. Until any such notice under clauses clause (i) or (ii), as the case may be, of this Section 2.15 has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y2.6) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Eurodollar Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Eurodollar Loans. Until any such notice under clause (ii) of this Section 2.15 has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon the Administrative Agent's having been notified by such Lender that circumstances no longer render any Loan an Affected Loan), no further Eurodollar Loans shall be required to be made by such Lender nor shall the Borrower have the right to convert any Loan of such Lender to a Eurodollar Loan of such Lender.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowerbinding) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate, or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrowerabsent manifest error) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans Eurodollar Advances (each, an “Affected Advance”), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Eurodollar Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 Eurodollar Rate, or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected "AFFECTED Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Credit Extension Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowerbinding) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate, or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrowerabsent manifest error) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Eurodollar Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 Eurodollar Rate, or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 2.10 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.10 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in the exercise of its reasonable discretion (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and either reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or as Eurodollar Advances (each, each an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, determination on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x1) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.8 or (y2) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) to be Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert or continue all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. (a) [Reserved] (b) In the event that (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrower and the Swingline Lender absent manifest error) that by reason of circumstances affecting the interbank eurodollar Eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “Affected Advance”)One Month LIBO Rate, the Administrative Agent shall promptly notify the Borrower Borrower, the Swingline Lender and the Revolving Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances the Alternate Base Rate solely with respect to Revolving Loans and Swingline Loans shall be made as Prime Rate Loansdetermined without giving effect to clause (iii) thereof until such time, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loans. Until any notice under clauses (i) or (ii)if any, as the case may be, of this Section has such notice shall have been withdrawn by the Administrative Agent (by notice to the Borrower Borrower, the Swingline Lender and the Revolving Lenders) promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR relevant market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or One Month LIBO Rate. (yc) If at any time the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (i) the circumstances under Section 3.4(a) or under Section 3.4(b) have arisen and such circumstances are unlikely to be temporary, or (ii) the circumstances set forth in clause (i) of this Section 3.10(c) have not arisen but the supervisor for the administrator of either Screen Rate or a Governmental Authority having been notified by jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such Required Lenders that circumstances Screen Rate shall no longer render be used for determining interest rates for loans, then the Advances Administrative Agent and the Borrower shall endeavor to establish with respect to Revolving Loans and Swingline Loans an alternate rate of interest to the LIBO Rate and the One Month LIBO Rate that gives due consideration to the then prevailing market convention for determining rates of interest for syndicated dollar loans in the United States at such time, and shall enter into a mutually acceptable amendment to this Agreement to reflect such alternate rates of interest and such other related changes to this Agreement as may be applicable (but, for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin or any portion thereofother change requiring the separate approval of the Term B Lenders); provided that, if any such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that after the occurrence of the circumstances described in clause (i) Affected Advancesor (ii) above, the Borrower may revoke any pending request for a conversion or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loan or Interest Period). Notwithstanding anything to the contrary in Section 10.2, (A) with respect to Revolving Loans, such amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Borrower, whose prior written consent for such amendment shall be required) so long as the Administrative Agent shall not have received, within five (5) Business Days of the date any notice of such alternate rates of interest is provided to the Lenders, a written notice from the Required Revolving Lenders stating that such Lenders object to such amendment (it being understood that, if the Required Revolving Lenders object to any such amendment, the Administrative Agent and the Borrower shall be permitted to continue to establish alternate rates of interest and provide one or more additional notices hereunder until an amendment pursuant to this Section 3.10(c)(A) has become effective), no and (B) with respect to Swingline Loans, such amendment shall become effective without any further LIBOR Loans action or consent of any other party to this Agreement (other than the Borrower, whose prior written consent for such amendment shall be required required) so long as the Administrative Agent shall not have received, within five (5) Business Days of the date any notice of such alternate rates of interest is provided to be made by the Lenders nor shall Swingline Lender, a written notice from the Swingline Lender stating that the Swingline Lender objects to such amendment (it being understood that, if the Swingline Lender objects to any such amendment, the Administrative Agent and the Borrower have the right shall be permitted to convert all continue to establish alternate rates of interest and provide one or any portion of the Loans more additional notices hereunder until an amendment pursuant to LIBOR Loansthis Section 3.10(c)(B) has become effective).

Substituted Interest Rate. In the event that (i) the Administrative Agent or any Reference Lender shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate or Core Currency Euro Rate, as the case may be, applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the BorrowerBorrowers) that the applicable LIBOR Eurodollar Rate or Core Currency Euro Rate, as the case may be, will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate or Core Currency Euro Rate, as the case may be, with respect to any portion of the Loans that the any Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Core Currency Euro Advances, as the case may be, or Eurodollar Advances or Core Currency Euro Advances, as the case may be, that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances or Core Currency Euro Advances, as the case may be (each, each an “"Affected Advance”"), the Administrative Agent shall promptly notify the Parent Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (ae) any in the case of Eurodollar Advances, (A) such Affected Advances shall be made as Prime Rate LoansABR Advances, (bB) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances, and (cC) any outstanding Affected Advances shall be converted, on the last day of the then current Euro Interest Period with respect thereto, to Prime Rate LoansABR Advances, and (f) in the case of Core Currency Euro Advances, the interest rate for such Affected Advances shall be determined pursuant to clause (a)(iii) of the definition of Core Currency Euro Rate. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Parent Borrower promptly upon either (x1) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate or Core Currency Euro Rate, as the case may be, pursuant to Section 2.9 3.1 or (y2) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), (x) no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor Lenders, (y) no Borrower shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances, and (z) the interest rate for Core Currency Euro Advances shall be determined pursuant to clause (a)(iii) of the definition of Core Currency Euro Rate.

Substituted Interest Rate. In the event that (i) the Administrative Agent Bank shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders Bank shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders the Bank of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as or converted to LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “Affected Advance”), the Administrative Agent Bank shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent Bank shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section section has been withdrawn by the Administrative Agent Bank (by notice to the Borrower promptly upon either (x) the Administrative Agent Bank having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 3.1 or (y) the Administrative Agent Bank having been notified by such Required Lenders determined that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Advances shall be required to be made by the Lenders Bank, nor shall the Borrower have the right to convert all or any portion of the Loans to or as LIBOR LoansAdvances.

Substituted Interest Rate. In the event that (i) the Administrative Agent Bank shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders Bank shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders the Bank of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as or converted to LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent Bank shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent Bank shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section section has been withdrawn by the Administrative Agent Bank (by notice to the Borrower promptly upon either (x) the Administrative Agent Bank having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 3.1 or (y) the Administrative Agent Bank having been notified by such Required Lenders determined that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Advances shall be required to be made by the Lenders Bank, nor shall the Borrower have the right to convert all or any portion of the Loans to or as LIBOR LoansAdvances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the each Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the each Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the a Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the each Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the each Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the any Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 2.7 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “Affected Advance”), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate Loans, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loans. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 2.7 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loans.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the BorrowerBorrowers) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the applicable Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the such Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower Borrowers promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower Borrowers have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent or BNY shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate or Core Currency Euro Rate, as the case may be, applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the BorrowerBorrowers) that the applicable LIBOR Eurodollar Rate or Core Currency Euro Rate, as the case may be, will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate or Core Currency Euro Rate, as the case may be, with respect to any portion of the Loans that the any Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Core Currency Euro Advances, as the case may be, or Eurodollar Advances or Core Currency Euro Advances, as the case may be, that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances or Core Currency Euro Advances, as the case may be (each, each an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent shall promptly notify the Parent Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any in the case of Eurodollar Advances, (A) such Affected Advances shall be made as Prime Rate LoansABR Advances, (bB) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances, and (cC) any outstanding Affected Advances shall be converted, on the last day of the then current Euro Interest Period with respect thereto, to Prime Rate LoansABR Advances, and (b) in the case of Core Currency Euro Advances, the interest rate for such Affected Advances shall be determined pursuant to clause (a)(iii) of the definition of Core Currency Euro Rate. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Parent Borrower promptly upon either (x1) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate or Core Currency Euro Rate, as the case may be, pursuant to Section 2.9 3.1 or (y2) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), (x) no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor Lenders, (y) no Borrower shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances, and (z) the interest rate for Core Currency Euro Advances shall be determined pursuant to clause (a)(iii) of the definition of Core Currency Euro Rate.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “"Affected Advance”"), 40 the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate Loans, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loans. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loans.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowerCompany) that by reason of circumstances affecting the London interbank eurodollar market market, (i) either adequate and reasonable means do not exist for ascertaining the LIBOR a Eurodollar Rate applicable pursuant to Section 2.9 paragraph 2.8(a), or (ii) the Required Lenders any Bank shall have notified the Administrative Agent that they have it has reasonably determined in good faith (which determination shall be conclusive and binding on the BorrowerCompany) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders Bank of making or maintaining or its funding loans bearing interest based on such LIBOR, of a Eurodollar Rate Loan with respect to any portion of the Loans (a) a proposed Loan that the Borrower Company has requested be made as LIBOR Loans a Eurodollar Rate Loan, or LIBOR Loans (b) a Eurodollar Rate Loan that will result from the requested conversion of any portion of the Advances Loan into LIBOR Loans a Eurodollar Rate Loan (each, any such Loan being herein called an “"Affected Advance”Loan"), the Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, determination no later than 10:00 a.m. (Boston time) one Business Day prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan, or the requested Conversion Date of such Loan, as the case may be. If the Administrative Agent shall give such notice, the Company may by no later than 11:00 a.m. (aBoston time) any on the same Business Day, (i) cancel the Borrowing Request with respect to such Affected Advances shall Loan or request that such Affected Loan be made as Prime an Alternate Base Rate Loans, Loan in accordance with paragraph 2.3 hereof or (bii) the Advances (cancel its request to convert to an Affected Loan or request that any portion thereof) Loan that were was to have been converted to an Affected Advances shall Loan be converted to or continued as Prime an Alternate Base Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period Loan in accordance with respect thereto, to Prime Rate Loansparagraph 2.3 hereof. Until any such notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower Company promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders Bank that circumstances would no longer render the Advances (or any portion thereofLoan an Affected Loan) Affected Advances), no further LIBOR Affected Loans shall be required to be made by the Lenders nor and Company shall the Borrower not have the right to convert all or any portion of the Loans Loan to LIBOR Loansan Affected Loan.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Credit Extension Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 2.8 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the BorrowerBorrowers) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower Notice Party has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Loans into Eurodollar Advances into LIBOR Loans (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower Notice Party and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances Loans (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower Notice Party promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.8 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances Loans (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower Borrowers have the right to convert all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) a. the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) b. the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market interbank eurodollar no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) Unless and until a Replacement Rate is implemented in accordance with clause (ii) below, if the Administrative Agent shall have reasonably determined or the Required Lenders determine that for any reason in connection with any request for a LIBOR Advance or a conversion to or continuation thereof that (which determination shall be conclusive and binding upon A) Dollar deposits are not being offered to banks in the Borrower) that by reason of circumstances affecting the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Advance, (B) adequate and reasonable means do not exist for ascertaining determining the LIBOR applicable pursuant Rate for any requested Interest Period with respect to Section 2.9 a proposed LIBOR Advance, or (iiC) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will Rate for any requested Interest Period with respect to a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “Affected Advance”)Loan, the Administrative Agent shall will promptly so notify the Administrative Borrower and each Lender. Thereafter, unless and until a Replacement Rate (as defined below) is implemented in accordance with clause (ii) below, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended until the Administrative Agent (by telephone upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Administrative Borrower may revoke any pending request for a Loan of, conversion to or otherwisecontinuation of LIBOR Advance or, failing that, will be deemed to have converted such request into a request for a borrowing of ABR Advances in the amount specified therein. (ii) Notwithstanding anything to the contrary in clause (i) above, if the Administrative Agent has made the determination (such determination to be promptly confirmed conclusive absent manifest error) that (A) the circumstances described in writingclause (i)(A) or (i)(B) above have arisen and that such circumstances are unlikely to be temporary, (B) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in Dollars or (C) the applicable supervisor or administrator (if any) of such determinationany applicable interest rate specified herein or any Governmental Authority having, on oror purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in Dollars, then the Administrative Agent may, to the extent practicablepracticable (in consultation with the Administrative Borrower and as reasonably determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (I) an event described in subsection (i)(A), (i)(B), (ii)(A), (ii)(B) or (ii)(C) occurs with respect to the Replacement Rate or (II) the Administrative Agent (or the Required Lenders through the Administrative Agent) notifies the Administrative Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. For the avoidance of doubt, the Replacement Rate shall be based on an index and with an applicable spread that is equivalent to the index and applicable spread in existence immediately prior to the requested Borrowing Date time that one of the circumstances described in subsection (d)(i)(A), (d)(i)(B), (d)(ii)(A), (d)(ii)(B), or Conversion Date for (d)(ii)(C) above occurs. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent, as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this clause (ii) (b). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.1, such Affected Advances. If amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall give such noticenot have received, within five (a5) any Affected Advances shall be made as Prime Rate Loans, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day Business Days of the then current Interest Period delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with respect thereto, each such notice stating that such Lender objects to Prime such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate Loans. Until any notice under clauses (i) or is approved by the Administrative Agent in connection with this clause (ii), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as the case may be, of this Section has been withdrawn otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting shall not require the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 consent of, or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or consultation with, any portion thereof) Affected Advances), no further LIBOR Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR LoansLenders).

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in the exercise of its reasonable discretion (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and either reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing 27 interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or as Eurodollar Advances (each, each an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, determination on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x1) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.8 or (y2) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) to be Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert or continue all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (cC) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowerbinding) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate, or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrowerabsent manifest error) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans Eurodollar Advances (each, an “"Affected -------- Advance”"), the Administrative Agent shall promptly notify the Borrower and the ------- Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Eurodollar Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 Eurodollar Rate, or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market interbank eurodollar no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”,), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowerbinding) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate, or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be made on a reasonable basis and in good faith and shall be conclusive and binding on the Borrowerbinding) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be - 41 - 43 converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 Eurodollar Rate, or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. (a) In the event that (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the Borrower) that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period or if by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate, or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably in good faith determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, Eurodollar Rate with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans Eurodollar Loan that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans Loan (each, an “Affected Advance”), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, determination on or, to the extent practicable, prior to the requested Borrowing Date conversion or Conversion Date continuation date for such Affected Advances. If the Administrative Agent shall give such notice, (aA) any Affected Advances shall be made as Prime Rate Loans, (b) the Advances Loans (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances, and (cB) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate ABR Loans. Until any notice under clauses (i) or (ii), as the case may be, of this Section 2.17(a) has been withdrawn by the Administrative Agent (by notice to the Borrower Borrower) promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR relevant market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 Eurodollar Rate, or (y) the Administrative Agent having been notified by such the Required Lenders that circumstances no longer render the Advances Loans (or any portion thereof) Affected Advances), the Borrower shall have no further LIBOR Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert or continue all or any portion of the Loans to LIBOR or as Eurodollar Loans. (b) In the event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market adequate and reasonable means do not exist for ascertaining the rate described in clause (iii)(x) of the defined term “Alternate Base Rate” (the “One-month Rate”), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination. If the Administrative Agent shall give such notice, the Alternate Base Rate shall be determined without giving effect to clause (iii) thereof until such time, if any, as such notice shall have been withdrawn by the Administrative Agent (by notice to the Borrower) promptly upon the Administrative Agent having determined that such circumstances affecting the relevant market no longer exist and that adequate and reasonable means do exist for determining the One-month Rate. (c) If at any time the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (i) the circumstances under clause (i) of Section 2.17(a) or under Section 2.17(b) have arisen and such circumstances are unlikely to be temporary, or (ii) the circumstances set forth in clause (i) of this Section 2.17(c) have not arisen but the supervisor for the administrator of either Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such Screen Rate shall no longer be used for determining interest rates for loans, or (iii)(x) with respect to Eurodollar Loans, the Eurodollar Rate is no longer a widely recognized benchmark rate for newly originated Dollar loans in the U.S. syndicated loan market or (y) with respect to ABR Loans, the One-month Rate is no longer a widely recognized benchmark rate for newly originated Dollar loans in the U.S. syndicated loan market, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate and the One-month Rate that gives due consideration to the then prevailing market convention for determining rates of interest for syndicated Dollar loans in the United States at such time, and shall enter into a mutually acceptable amendment to this Agreement to reflect such alternate rates of interest and such other related changes to this Agreement as may be applicable (but, for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if any such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that after the occurrence of the circumstances described in clause (i), (ii) or (iii) above, the Borrower may revoke any pending request for a conversion or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loan or Interest Period). Notwithstanding anything to the contrary in Section 9.1, such amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Borrower, whose prior written consent for such amendment shall be required) so long as the Administrative Agent shall not have received, within five (5) Business Days of the date any notice of such alternate rates of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Lenders object to such amendment (it being understood that, if the Required Lenders object to any such amendment, the Administrative Agent and the Borrower shall be permitted to continue to establish alternate rates of interest and provide one or more additional notices hereunder until an amendment pursuant to this Section 2.17(c) has become effective).

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate Loans, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loans. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loans.

Substituted Interest Rate. In the event that (i) the Administrative Agent Lender shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that (i) by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 hereof or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders the Lender of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”), the Administrative Agent Lender shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent Lender shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii)) above, as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances)Lender, no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lender, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent Lender shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that (i) by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the Eurodollar Rate and/or the LIBOR Daily Floating Rate applicable pursuant to Section 2.9 3.1 hereof or (ii) the Required Lenders shall have notified applicable Eurodollar Rate and/or the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Daily Floating Rate will not adequately and fairly reflect the cost to such Lenders the Lender of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate and/or LIBOR Daily Floating Rate, with respect to any portion of the Loans that the Borrower has requested be made as Eurodollar Advances and/or LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Daily Floating Rate Advances into LIBOR Loans (each, an “Affected Advance”), the Administrative Agent Lender shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent Lender shall give such notice, (a1) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b2) the Advances Loans (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c3) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, with respect to Prime Eurodollar Advances, or on the next Business Day, with respect to LIBOR Daily Floating Rate LoansAdvances, to ABR Advances. Until the Lender shall have withdrawn, in an express writing, any notice given under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances)above, no further Eurodollar Advances and/or LIBOR Loans Daily Floating Rate Advances shall be required to be made by the Lenders Lender, nor shall the Borrower have the right to convert all or any portion of the Loans to Eurodollar Advances or LIBOR LoansDaily Floating Rate Advances.” (xvi) Section 7.14(a) is hereby deleted in its entirety, and the following is hereby inserted in its place and stead: (a) Minimum Consolidated Net Worth. Effective beginning as of the December 31, 2013 test date and at all times thereafter until the Revolving Maturity Date, the Borrower shall not permit its Consolidated Net Worth to be less than, as of the last day of any fiscal quarter, an amount equal to $160,000,000.00.” (xvii) Section 7.14(c) is hereby deleted in its entirety, and the following is hereby inserted in its place and stead:

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loans.Required

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in the exercise of its reasonable discretion (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and either reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or as Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, determination on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x1) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.8 or (y2) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) to be Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert or continue all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination de- termination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining determin- ing the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR LoansEurodollar Ad- vances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (xA) the Administrative Agent having determined that such circumstances affecting the LIBOR market interbank eurodollar no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (yB) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Eurodollar Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market interbank eurodollar no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert or continue all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Base Rate LoansAdvances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Base Rate Loans Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Base Rate LoansAdvances. Until any notice under clauses (i) or (ii), as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans Eurodollar Advances (each, an “Affected Advance”), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In If prior to the event that (i) commencement of any Interest Period for a Eurodollar Advance the Administrative Agent Lender shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower), with respect to (i) any portion of a Loan that the Borrower has requested be made as Eurodollar Advances or (ii) Eurodollar Advances that will result from the requested continuation of any portion of the Advances as Eurodollar Advances (each, an "AFFECTED ADVANCE"), that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders Lender shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders the Lender of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “Affected Advance”)Eurodollar Rate, the Administrative Agent Lender shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Effective Date or the requested Conversion Date for such Affected Advances. If the Administrative Agent Lender shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansAdvances, (b) the Advances (or any portion thereof) that were to have been converted to continued as Affected Advances shall be converted to or continued as into Prime Rate Loans Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansAdvances. Until any notice under clauses (i) or (ii), as the case may be, of this Section 3.9 has been withdrawn by the Administrative Agent Lender (by notice to the Borrower promptly upon either (x) the Administrative Agent Lender having determined that such circumstances affecting the LIBOR interbank market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent Lender having been notified by such Required Lenders determined that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lender, nor shall the Borrower have the right to convert or continue all or any portion of the Loans a Loan to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 section 2.6 or (ii) in the Required Lenders event that any Lender shall have notified the Administrative Agent that they have reasonably it has determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders Lender of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans a proposed Loan that the Borrower has requested be made as LIBOR Loans a Eurodollar Loan, or LIBOR Loans a Eurodollar Loan that will result from the requested conversion of any portion of the Advances Loan into LIBOR Loans a Eurodollar Loan (each, any such Loan being herein called an “"Affected Advance”Loan"), the Administrative Agent shall promptly ------------- notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, confirmed in writing, on or, to the extent practicable, or prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan or the requested conversion date of such Loan. If the Administrative Agent shall give such notice, (a) any requested Affected Advances Loan shall be made as Prime Rate Loansan ABR Loan, (b) the Advances (or any portion thereof) Loan that were was to have been converted to an Affected Advances Loan shall be converted to or continued as Prime Rate Loans an ABR Loan and (c) any outstanding Affected Advances Loan shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loansan ABR Loan. Until any such notice under clauses clause (i) or (ii), as the case may be, of this Section section 2.15 has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (ysection 2.6) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Eurodollar Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Eurodollar Loans. Until any such notice under clause (ii) of this section 2.15 has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon the Administrative Agent's having been notified by such Lender that circumstances no longer render any Loan an Affected Loan), no further Eurodollar Loans shall be required to be made by such Lender nor shall the Borrower have the right to convert any Loan of such Lender to a Eurodollar Loan of such Lender.

Substituted Interest Rate. In the event that (i) a. the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) b. the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Eurodollar Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowerbinding) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate, or (ii) the Required A or B Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be made on a reasonable basis and in good faith and shall be conclusive and binding on the Borrowerbinding) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”), the Administrative Agent shall promptly notify the Borrower and the A or B (as applicable) Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 Eurodollar Rate, or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders A or B (as applicable) Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit A or B (as applicable) Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, 3.1 with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Eurodollar Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances)3.1, no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event ------------------------- that (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowerCompany) that by reason of circumstances affecting the London interbank eurodollar market market, (i) either adequate and reasonable means do not exist for ascertaining the applicable LIBOR applicable pursuant to Section 2.9 paragraph 2.8(a), or (ii) the Required Lenders any Bank shall have notified the Administrative Agent that they have it has reasonably determined in good faith (which determination shall be conclusive and binding on the BorrowerCompany) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders Bank of making or maintaining or its funding loans bearing interest based on such LIBOR, of a LIBOR Loan with respect to any portion of the Loans (a) a proposed Loan that the Borrower Company has requested be made as a LIBOR Loans Loan, or (b) a LIBOR Loans Loan that will result from the requested conversion of any portion of the Advances Loan into a LIBOR Loans Loan (each, any such Loan being herein called an “"Affected Advance”Loan"), the Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, determination no later than 10:00 a.m. (Boston time) one Business Day prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan, or the requested Conversion Date of such Loan, as the case may be. If the Administrative Agent shall give such notice, the Company may by no later than 11:00 a.m. (aBoston time) any on the same Business Day, (i) cancel the Borrowing Request and/or Continuation/Conversion Request with respect to such Affected Advances shall Loan or request that such Affected Loan be made as Prime an Alternate Base Rate Loans, Loan in accordance with paragraph 2.3 hereof or (bii) the Advances (cancel its request to convert to an Affected Loan or request that any portion thereof) Loan that were was to have been converted to an Affected Advances shall Loan be converted to or continued as Prime an Alternate Base Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period Loan in accordance with respect thereto, to Prime Rate Loansparagraph 2.7 hereof. Until any such notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower Company promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders Bank that circumstances would no longer render the Advances (or any portion thereofLoan an Affected Loan) Affected Advances), no further LIBOR Affected Loans shall be required to be made by the Lenders nor and Company shall the Borrower not have the right to convert all or any portion of the Loans Loan to LIBOR Loans.an Affected Loan. 1.2 ILLEGALITY2.10

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowerCompany) that by reason of circumstances affecting the London interbank eurodollar market market, (i) either adequate and reasonable means do not exist for ascertaining the LIBOR a Eurodollar Rate applicable pursuant to Section 2.9 paragraph 2.8(a), or (ii) the Required Lenders any Bank shall have notified the Administrative Agent that they have it has reasonably determined in good faith (which determination shall be conclusive and binding on the BorrowerCompany) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders Bank of making or maintaining or its funding loans bearing interest based on such LIBOR, of a Eurodollar Rate Loan with respect to any portion of the Loans (a) a proposed Loan that the Borrower Company has requested be made as LIBOR Loans a Eurodollar Rate Loan, or LIBOR Loans (b) a Eurodollar Rate Loan that will result from the requested conversion of any portion of the Advances Loan into LIBOR Loans a Eurodollar Rate Loan (each, any such Loan being herein called an “"Affected Advance”Loan"), the Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, determination no later than 10:00 a.m. (Boston time) one Business Day prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan, or the requested Conversion Date of such Loan, as the case may be. If the Administrative Agent shall give such notice, the Company may by no later than 11:00 a.m. (aBoston time) any on the same Business Day, (i) cancel the Borrowing Request with respect to such Affected Advances shall Loan or request that such Affected Loan be made as Prime an Alternate Base Rate Loans, Loan or as a Bid Rate Loan in accordance with paragraph 2.3 hereof or (bii) the Advances (cancel its request to convert to an Affected Loan or request that any portion thereof) Loan that were was to have been converted to an Affected Advances shall Loan be converted to an Alternate Base Rate Loan or continued as Prime a Bid Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period Loan in accordance with respect thereto, to Prime Rate Loansparagraph 2.3 hereof. Until any such notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower Company promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders Bank that circumstances would no longer render the Advances (or any portion thereofLoan an Affected Loan) Affected Advances), no further LIBOR Affected Loans shall be required to be made by the Lenders nor and Company shall the Borrower not have the right to convert all or any portion of the Loans Loan to LIBOR Loansan Affected Loan.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances cir cumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, 3.1 with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Eurodollar Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly prompt ly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances)3.1, no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Revolving Credit Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (ix) the Administrative Agent or any Reference Lender shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate or Alternate Currency Rate, as the case may be, applicable pursuant to Section 2.9 3.1 or (iiy) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the BorrowerBorrowers) that the applicable LIBOR Eurodollar Rate or Alternate Currency Rate, as the case may be, will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate or Alternate Currency Rate, as the case may be, with respect to any portion of the Loans that the any Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Alternate Currency Advances, as the case may be, or Eurodollar Advances or Alternate Currency Advances, as the case may be, that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances or Alternate Currency Advances, as the case may be (each, each an “Affected Advance”), the Administrative Agent shall promptly notify the Parent Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any in the case of Eurodollar Advances, (i) such Affected Advances shall be made as Prime Rate LoansABR Advances, (bii) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances, and (ciii) any outstanding Affected Advances shall be converted, on the last day of the then current Euro Interest Period with respect thereto, to Prime Rate LoansABR Advances, and (b) in the case of Alternate Currency Advances, the interest rate for such Affected Advances shall be determined pursuant to clause (a)(x)(iii) and (b)(x)(iv) of the definition of Alternate Currency Rate. Until any notice under clauses clause (ia) or (iib), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly Parent Borrower) upon either (x1) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate or Alternate Currency Rate, as the case may be, pursuant to Section 2.9 3.1 or (y2) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), then (A) no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor Lenders, (B) no Borrower shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances, and (C) the interest rate for Alternate Currency Advances shall be determined pursuant to clause (a)(xi)(iii) and (b)(x)(iv) of the definition of Alternate Currency Rate.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Credit Agreement ---------------- Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (xA) the Administrative Agent having determined that such circumstances affecting the LIBOR market interbank eurodollar no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (yB) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 section 2.6 or (ii) in the Required Lenders event that any Lender shall have notified the Administrative Agent that they have reasonably it has determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders Lender of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans a proposed Loan that the Borrower has requested be made as LIBOR Loans a Eurodollar Loan, or LIBOR Loans a Eurodollar Loan that will result from the requested conversion of any portion of the Advances Loan into LIBOR Loans a Euro dollar Loan (each, any such Loan being herein called an “"Affected Advance”Loan"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, confirmed in writing, on or, to the extent practicable, or prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan or the requested conversion date of such Loan. If the Administrative Agent shall give such notice, (a) any requested Affected Advances Loan shall be made as Prime Rate Loansan ABR Loan, (b) the Advances (or any portion thereof) Loan that were was to have been converted to an Affected Advances Loan shall be converted to or continued as Prime Rate Loans an ABR Loan and (c) any outstanding Affected Advances Loan shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loansan ABR Loan. Until any such notice under clauses clause (i) or (ii), as the case may be, of this Section section 2.15 has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (ysection 2.6) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Eurodollar Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Eurodollar Loans. Until any such notice under clause (ii) of this section 2.15 has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon the Administrative Agent's having been notified by such Lender that circumstances no longer render any Loan an Affected Loan), no further Eurodollar Loans shall be required to be made by such Lender nor shall the Borrower have the right to convert any Loan of such Lender to a Eurodollar Loan of such Lender.

Substituted Interest Rate. In the event that (i) q. the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) r. the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent Lender shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that (i) by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders the Lender of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent Lender shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent Lender shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances)Lender, no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lender, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent Bank shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 paragraph 2.6 or (ii) the Required Lenders Bank shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders the Bank of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent Bank shall promptly notify the Borrower and the Lenders (by telephone or otherwise), to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent Bank shall give such notice, (aA) any Affected Advances shall be made as Prime Rate LoansFederal Funds Advances, (bB) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans Federal Funds Advances and (cC) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansFederal Funds Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section paragraph has been withdrawn by the Administrative Agent Bank (by notice to the Borrower promptly upon either (x) the Administrative Agent Bank having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 paragraph 2.6 or (y) the Administrative Agent Bank having been notified by such Required Lenders determined that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Bank, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. (a) In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 2.7 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and ---------------- the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, subject to Section 2.8(b), (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (ia)(i) or (iia)(ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.7 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances, subject to Section 2.8(b), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert or continue all or any portion of the Loans to LIBOR LoansEurodollar Advances. (b) In the case of any notice to the Borrower with respect to Affected Advances under Section 2.8(a)(ii), the Borrower may, at its option, request the Lenders to continue to make Eurodollar Advances to the Borrower, provided that the Borrower shall pay to such Lenders, upon such Lenders' delivery of a written demand therefor to the Borrower (with a copy to the Agent), such additional amounts (in the form of an increased rate of interest, or a different method of calculating interest, or otherwise, as such Lenders shall reasonably determine) as shall be required to compensate such Lenders for such increased costs or reduction in amounts received or receivable hereunder. A statement setting forth the calculations of any additional amounts payable pursuant to this subsection (b) submitted by a Lender to the Borrower shall be conclusive absent manifest error.

Substituted Interest Rate. In the event that (ia) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 or (iib) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans or LIBOR Loans that will result from the requested conversion of any portion of the Advances into LIBOR Loans (each, an “Affected Advance”), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (ax) any Affected Advances shall be made as Prime Rate Loans, (by) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans and (cz) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loans. Until any notice under clauses (ia) or (iib), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loans.Agent

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 2.7 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.7 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert or continue all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in the exercise of its reasonable discretion (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and either reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Rate or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Revolving Credit Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or as Eurodollar Advances (each, each an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, determination on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x1) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y2) the Administrative -27- Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) to be Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert or continue all or any portion of the Loans to LIBOR LoansEurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent or BNY shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and or reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate or Alternate Currency Euro Rate, as the case may be, applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate or Alternate Currency Euro Rate, as the case may be, will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate or Alternate Currency Euro Rate, as the case may be, with respect to any portion of the Revolving Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Alternate Currency Loans, as the case may be, or Eurodollar Advances or Alternate Currency Loans, as the case may be, that will result from the requested conversion of any portion of the Advances or Alternate Currency Loans into LIBOR Loans or of Eurodollar Advances or Alternate Currency Loans, as the case may be (each, each an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (ai) any in the case of Eurodollar Advances, (A) such Affected Advances shall be made as Prime Rate LoansABR Advances, (bB) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances, and (cC) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate ABR Advances, and (ii) in the case of Alternate Currency Loans, the interest rate for such Affected Advances shall be determined pursuant to clause (a)(iii) of the definition of Alternate Currency Euro Rate. Until any notice under clauses clause (i) or (ii), as the case may be, of this Section subsection (d) has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x1) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate or Alternate Currency Euro Rate, as the case may be, pursuant to Section 2.9 3.1 or (y2) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances or Alternate Currency Loans (or any portion thereof) Affected Advances), (x) no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor shall Lenders, (y) the Borrower shall not have the right to convert all or any portion of the Revolving Loans to LIBOR Loansor as Eurodollar Advances, and (z) the interest rate for Alternate Currency Loans shall be determined pursuant to clause (a)(iii) of the definition of Alternate Currency Euro Rate.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 2.6 or (ii) in the Required Lenders event that any Lender shall have notified the Administrative Agent that they have reasonably it has determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders Lender of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans a proposed Loan that the Borrower has requested be made as LIBOR Loans a Eurodollar Loan, or LIBOR Loans a Eurodollar Loan that will result from the requested conversion of any portion of the Advances Loan into LIBOR Loans a Eurodollar Loan (each, any such Loan being herein called an “"Affected Advance”Loan"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, confirmed in writing, on or, to the extent practicable, or prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan or the requested conversion date of such Loan. If the Administrative Agent shall give such notice, (a) any requested Affected Advances Loan shall be made as Prime Rate Loansan ABR Loan, (b) the Advances (or any portion thereof) Loan that were was to have been converted to an Affected Advances Loan shall be converted to or continued as Prime Rate Loans an ABR Loan and (c) any outstanding Affected Advances Loan shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate Loansan ABR Loan. Until any such notice under clauses clause (i) or (ii), as the case may be, of this Section 2.15 has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent Agent's having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 or (y2.6) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Eurodollar Loans shall be required to be made by the Lenders nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Eurodollar Loans. Until any such notice under clause (ii) of this Section 2.15 has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon the Administrative Agent's having been notified by such Lender that circumstances no longer render any Loan an Affected Loan), no further Eurodollar Loans shall be required to be made by such Lender nor shall the Borrower have the right to convert any Loan of such Lender to a Eurodollar Loan of such Lender.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowerCompany) that by reason of circumstances affecting the London interbank eurodollar market market, (i) either adequate and reasonable means do not exist for ascertaining the applicable LIBOR applicable pursuant to Section 2.9 2.8(a) or (ii) the Required Lenders any Bank shall have notified the Administrative Agent that they have it has reasonably determined in good faith (which determination shall be conclusive and binding on the BorrowerCompany) that the applicable LIBOR will not adequately and fairly reflect the cost to such Lenders Bank of making or maintaining or its funding loans bearing interest based on such LIBOR, of a LIBOR Loan with respect to any portion of the Loans (a) a proposed Loan that the Borrower Company has requested be made as a LIBOR Loans Loan or (b) a LIBOR Loans Loan that will result from the requested conversion of any portion of the Advances Loan into a LIBOR Loans Loan (each, any such Loan being herein called an “Affected AdvanceLoan”), the Administrative Agent shall promptly notify the Borrower Company and the Lenders Banks (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, determination no later than 10:00 a.m. (Boston time) one Business Day prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan, or the requested Conversion Date of such Loan, as the case may be. If the Administrative Agent shall give such notice, the Company may by no later than 11:00 a.m. (aBoston time) any on the same Business Day, (i) cancel the Borrowing Request and/or Continuation/Conversion Request with respect to such Affected Advances shall Loan or request that such Affected Loan be made as Prime an Alternate Base Rate Loans, Loan in accordance with Section 2.3 hereof or (bii) the Advances (cancel its request to convert to an Affected Loan or request that any portion thereof) Loan that were was to have been converted to an Affected Advances shall Loan be converted to or continued as Prime an Alternate Base Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period Loan in accordance with respect thereto, to Prime Rate LoansSection 2.7 hereof. Until any such notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower Company promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders Bank that circumstances would no longer render the Advances (or any portion thereofLoan an Affected Loan) Affected Advances), no further LIBOR Affected Loans shall be required to be made by the Lenders nor and Company shall the Borrower not have the right to convert all or any portion of the Loans Loan to LIBOR Loansan Affected Loan.

Substituted Interest Rate. In the event that (i) the Administrative Agent Bank shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 paragraph 2.6 or (ii) the Required Lenders Bank shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders the Bank of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent Bank shall promptly notify the Borrower and the Lenders (by telephone or otherwise), to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent Bank shall give such notice, (aA) any Affected Advances shall be made as Prime Rate LoansFederal Funds Advances, (bB) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans Federal Funds Advances and (cC) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansFederal Funds Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section paragraph has been withdrawn by the Administrative Agent Bank (by notice to the Borrower promptly upon either (x) the Administrative Agent Bank having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 paragraph 2.6 or (y) the Administrative Agent Bank having been notified by such Required Lenders determined that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Bank, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (ia) the Administrative Agent Lender shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR applicable pursuant to Section 2.9 Eurodollar Base Rate or (iib) the Required Lenders shall have notified the Administrative Agent that they have reasonably Lender has determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Base Rate will not adequately and fairly reflect the cost to such Lenders the Lender of maintaining or funding loans bearing interest based on such LIBORthe Eurodollar Rate, in either case, with respect to any portion of the proposed Loans that the Borrower has requested be made as LIBOR Loans a Eurodollar Advance or LIBOR Loans a Eurodollar Advance that will result from the requested conversion of any portion of the Advances outstandings into LIBOR Loans a Eurodollar Advance (each, hereinafter referred to as an “Affected Advance”"AFFECTED ADVANCE"), the Administrative Agent Lender shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on orto be confirmed in writing, to the extent practicableBorrower on or prior to, prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesAdvance or the requested Conversion Date of such Advance. If the Administrative Agent Lender shall give such notice, (ai) any requested Affected Advances Advance shall be made as Prime Rate Loansan Other Advance, (bii) the Advances (or any portion thereof) outstanding Loan balance that were was to have been converted to an Affected Advances Advance shall be converted to or continued as Prime Rate Loans an Other Advance, and (ciii) any outstanding Affected Advances Advance shall be converted, on the last day of the then current Interest Eurodollar Period with respect thereto, to Prime Rate Loansan Other Advance. Until any such notice under clauses clause (ia) or (ii), as the case may be, of this Section 2.10 has been withdrawn by the Administrative Agent Lender (by notice to the Borrower promptly upon either (x) the Administrative Agent Lender having determined that such circumstances affecting the LIBOR interbank eurodollar market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (yEurodollar Base Rate) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lender nor shall the Borrower have the right to convert all any outstandings to Eurodollar Advances. Until any such notice under clause (b) of this Section 2.10 has been withdrawn by the Lender (by notice to the Borrower promptly upon the Lender having determined that circumstances no longer render any Loan or outstanding an Affected Advance), no further Eurodollar Advances, shall be required to be made by the Lender nor shall the Borrower have the right to convert any portion outstanding of the Loans Lender to LIBOR Loansa Eurodollar Advance of the Lender.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrowers) that by reason of circumstances affecting the London interbank eurodollar market market, adequate and reasonable means do not exist for ascertaining the LIBOR a Eurodollar Rate applicable pursuant to Section 2.9 paragraph 2.8(a), or (ii) the Required Lenders any Bank shall have notified the Administrative Agent that they have it has reasonably determined in good faith (which determination shall be conclusive and binding on the BorrowerBorrowers) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders Bank of making or maintaining or its funding loans bearing interest based on such LIBOR, of a Eurodollar Rate Loan with respect to any portion of the Loans (a) a proposed A Loan that the a Borrower has requested be made as LIBOR Loans a Eurodollar Rate Loan, or LIBOR Loans (b) a Eurodollar Rate Loan that will result from the requested conversion of any portion of the Advances A Loan into LIBOR Loans a Eurodollar Rate Loan (each, any such A Loan being herein called an “"Affected Advance”Loan"), the Administrative Agent shall promptly notify the applicable Borrower (and the Lenders other Borrowers) and the Banks (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, determination no later than 10:00 A.M. (Boston time) one Business Day prior to the requested Borrowing Date or Conversion Date for such Affected AdvancesLoan, or the requested Conversion Date of such Loan, as the case may be. If the Administrative Agent shall give such notice, such Borrowers may by no later than 11:00 A.M. (aBoston time) any on the same Business Day, (i) cancel the A Borrowing Request with respect to such Affected Advances shall Loan or request that such Affected Loan be made as Prime an Alternate Base Rate Loans, Loan or (bii) the Advances (cancel its request to convert to an Affected Loan or request that any portion thereof) A Loan that were was to have been converted to an Affected Advances shall Loan be converted to or continued as Prime an Alternate Base Rate Loans and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansLoan. Until any such notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower Borrowers promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market no longer exist and that adequate and reasonable means do exist for determining the LIBOR pursuant to Section 2.9 or (y) the Administrative Agent having been notified by such Required Lenders Bank that circumstances would no longer render the Advances (or any portion thereofA Loan an Affected Loan) Affected Advances), no further LIBOR Affected Loans shall be required to be made by the Lenders nor and no Borrower shall the Borrower have the right to convert all or any portion of the Loans A Loan to LIBOR Loansan Affected Loan.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar eurocurrency market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 2.10 or (ii) the Required Lenders shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding loans bearing interest based on such LIBOR, Eurodollar Rate with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion or continuation of any portion of the Advances into LIBOR Loans or as Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly ---------------- notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determinationdetermination and the reasons therefor, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Conversion/Continuation Date for such Affected Advances. If the Administrative Agent shall give such notice, (aA) any Affected Advances shall be made as Prime Rate LoansABR Advances, (bB) the Advances (or any portion thereof) that were to have been converted to or continued as Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (cC) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower and the Lenders promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR interbank eurocurrency market no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 2.10 or (y) the Administrative Agent having been notified by such Required Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), (1) no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders nor shall and (2) the Borrower shall not have the right to convert or continue all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.

Substituted Interest Rate. In the event that (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank eurodollar market either adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Rate applicable pursuant to Section 2.9 3.1 or (ii) the Required Lenders any Lender shall have notified the Administrative Agent that they have reasonably determined (which determination shall be conclusive and binding on the Borrower) that the applicable LIBOR Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders Lender of maintaining or funding loans bearing interest based on such LIBOREurodollar Rate, with respect to any portion of the Loans that the Borrower has requested be made as LIBOR Loans Eurodollar Advances or LIBOR Loans Eurodollar Advances that will result from the requested conversion of any portion of the Advances into LIBOR Loans or of Eurodollar Advances (each, an “"Affected Advance”"), the Administrative Agent shall promptly notify the Borrower and the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of such determination, on or, to the extent practicable, prior to the requested Borrowing Date or Conversion Date for such Affected Advances. If the Administrative Agent shall give such notice, (a) any Affected Advances shall be made as Prime Rate LoansABR Advances, (b) the Advances (or any portion thereof) that were to have been converted to Affected Advances shall be converted to or continued as Prime Rate Loans ABR Advances and (c) any outstanding Affected Advances shall be converted, on the last day of the then current Interest Period with respect thereto, to Prime Rate LoansABR Advances. Until any notice under clauses (i) or (ii), as the case may be, of this Section has been withdrawn by the Administrative Agent (by notice to the Borrower promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the LIBOR market interbank eurodollar no longer exist and that adequate and reasonable means do exist for determining the LIBOR Eurodollar Rate pursuant to Section 2.9 3.1 or (y) the Administrative Agent having been notified by such Required all Lenders that circumstances no longer render the Advances (or any portion thereof) Affected Advances), no further LIBOR Loans Eurodollar Advances shall be required to be made by the Lenders Lenders, nor shall the Borrower have the right to convert all or any portion of the Loans to LIBOR Loansor as Eurodollar Advances.