Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. In the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); or (B) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. In the event that: (ia) on any date on which the Applicable LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseRate, as applicable; or (iib) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market market, or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the London interbank market market, as applicable for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrowers thereof. Until the Bank Agent notifies the Company Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders and the Agent to allow selection election by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Pricing Option shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrowers, the Company has Borrowers have previously given the Bank Agent a Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a LIBOR Pricing Option, but such borrowing or conversion the LIBOR Pricing Option requested therein has not yet gone into effect, such notification Pricing Notice shall automatically be deemed to be void withdrawn and be of no force or effect. If the LIBOR Pricing Option has been made unlawful by any of the circumstances described in Section 2.14(b)(i), then upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the LIBOR Pricing Option with respect to all LIBOR Rate Loans shall be terminated and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company Borrowers shall pay all interest due on such Breakage Costs LIBOR Rate Loans and any amounts required to the Bank promptly upon its demand therefor for its accountbe paid pursuant to Section 4.3.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Adjusted Eurodollar Rate would otherwise be set set, the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate, or (ii) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank Interbank Eurodollar market or (2) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Adjusted Eurodollar Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the interbank Interbank Eurodollar market for deposits in which it regularly participates; or; (Ca) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as herein called "Affected Loans") shall be suspended. If at the time the Bank Agent so notifies the Company, the Company has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Borrowers may borrow Loans of a non-affected type by giving a substitute Notice of Borrowing or Conversion Pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Company shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.13, and may only borrow a Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or convert Conversion purs to a Prime Rate Loan. If Section 2.2 hereof. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Lender to any tax not in effect on the date hereof with respect to payments of principal or interest or any other amounts payable hereunder by the Company or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Lender (other than such requirements as a are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon any Lender any other condition with respect to its performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to such Lender, reduce the Bank income receivable by such Lender or impose any expense upon such Lender with respect to any outstanding Eurodollar Loans, such Lender shall incur Breakage Costs in converting from a LIBOR Loan, then notify the Company thereof. The Borrowers, jointly and severally, agrees to pay to such Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by such Lender of a statement in the amount and setting forth such Lender's calculation thereof, which statement shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountbe deemed true and correct absent manifest error.

Changed Circumstances. In the event that: (ia) on any date on which the Applicable LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, Rate; or (iib) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market or (2B) compliance by the Bank in good faith with any applicable law or governmental or other applicable regulation, guideline or order or interpretation or change thereof by any governmental or other authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, or other authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States U.S. dollar deposits in the London interbank market market, as applicable for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applythereof. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection election by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Pricing Option shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a LIBOR Pricing Option, but such borrowing or conversion the LIBOR Pricing Option requested therein has not yet gone into effect, such notification Pricing Notice shall automatically be deemed to be void withdrawn and the Company may only borrow be of no force or convert to a Prime Rate Loaneffect. If circumstances described in clause (b)(i)(B) arise, then upon such date as a result of a Legal Impedimentshall be specified in such notice (which shall not be earlier than the date such notice is given), the Bank LIBOR Pricing Option with respect to any new requests for LIBOR Rate Loans shall incur Breakage Costs in converting from a be terminated, but any existing LIBOR Loan, then Rate Loans may continue to be maintained through the Company shall pay all such Breakage Costs to end of the Bank promptly upon its demand therefor for its accountapplicable Interest Period.

Changed Circumstances. In the event that: (i) on If, after the date hereof, the introduction of, or any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Basechange in, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or in the interpretation or change administration thereof by any governmental authority authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by Bank with any request or directive of any such governmental authority, (whether or not having the force of law law) of such governmental authority, central bank or comparable agency: (1) shall subject Bank to any tax, duty or other charge with respect to this Note or shall change the basis of taxation of payments to Bank of the principal of or interest on this Note or any other amounts due in respect thereof (except for changes in the rate of tax on the overall net income of Bank imposed by any such case, a "Legal Impediment"governmental authority); or (B2) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the LIBOR Rate Federal Reserve Board), special deposit or similar requirement against assets of the Bank, deposits with or for the account of the Bank, or credit extended by Bank, or shall no longer represent impose on Bank or the effective foreign exchange and interbank markets any other condition affecting the Note; and the result of any of the foregoing is to increase the cost to Bank of maintaining any LIBOR-Based Rate or; to reduce the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodsum received or receivable by Bank under the Note in respect of interest at the LIBOR-Based Rate; then, and in any such event, then the Bank shall forthwith so promptly notify the Company Borrower of such fact and demand compensation therefor and, within fifteen (15) days after such notice by facsimile notice at least one (1) day prior Bank, Borrower agrees to pay to Bank such additional amount or amounts as will compensate Bank for such increased cost or reduction. Bank will promptly notify Borrower of any event of which it has knowledge which will entitle Bank to compensation pursuant to this Subparagraph 2.4 (i) ); provided, however, that Bank shall incur no liability whatsoever to Borrower in the date that event it fails to do so. The amount of such compensation shall be determined, by the LIBOR Rate is Bank, as the amount actually incurred by the Bank as a result of the foregoing. Bank's calculations of any such loss or expense shall be furnished to Borrower and shall be set, prima facie evidence thereof. (ii) If, at any time, Bank shall determine in good faith that, by reason of circumstances affecting the commencement date of foreign exchange and interbank markets generally, deposits in Optional Currency in the applicable Interest Period or (iii) the occurrence of the applicable eventamounts are not being offered to Bank, and the Interest Rate then Bank shall become the Prime Rate and shall remain the Prime Rate promptly give notice thereof to Borrower. Thereafter, until the Bank determines and so notifies the Company Borrower that the such circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer applyexist, the obligation of the Bank to allow selection by make the Company of a LIBOR Loan (during the occurrence of such circumstances, referred LIBOR-Based Rate available to as "Affected Loans") Borrower shall be suspended, and Borrower shall subject to the following sentence hereof, repay in full the then outstanding principal amount of the Loan together with accrued interest thereon together with amounts owed under Section 2.4(h). If at Notwithstanding the time foregoing, in the event that the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect determines that Optional Currency is not available to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impedimentit, the Bank will make a good faith effort to convert the outstanding Advance to an Advance payable in Dollars and the Borrower shall incur Breakage Costs be responsible for paying all costs or expenses arising from such conversion, including those set forth in converting from a LIBOR LoanSection 2.4(h) hereof. In the event the Bank is able to convert the Advance to an Advance payable in Dollars, then the Company shall pay all Borrower will sign such Breakage Costs amendments to the Loan Documents as the Bank may reasonably request to make the Loan Documents consistent with the Bank's standard terms for LIBOR-Based Loans payable in Dollars. (iii) If, after the date hereof, the introduction of, or any change in, any applicable law or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, shall make it unlawful or impossible for Bank to honor its obligations hereunder to make or maintain any LIBOR-Based Rate or make an Optional Currency Advance, Bank shall promptly upon its demand therefor give notice thereof to Borrower. Thereafter, until Bank notifies Borrower that such circumstances no longer exists, (A) the obligations of Bank to make available the LIBOR-Based Rate or Optional Currency Advances and the right of Borrower to convert any rate to a LIBOR-Based Rate or receive Optional Currency Advances shall be suspended, and (B) if Bank may not lawfully continue to maintain a LIBOR-Based Rate or extend Optional Currency Advances, as the case may be, to the end of the then current Interest Period applicable thereto, the Loan shall, subject to the following sentence hereof, be immediately due in the event of an Optional Currency Advance. Notwithstanding the foregoing, in the event that the Bank determines that Optional Currency is not available to it, the Bank will make a good faith effort to convert any outstanding Optional Currency Advance to a Dollar Advance, and the Borrower shall be responsible for its accountpaying all costs or expenses arising from such conversion, including those set forth in Section 2.4(h) hereof. In the event the Bank is able to convert the Advance to an Advance payable in Dollars, the Borrower will sign such amendments to the Loan Documents as the Bank may reasonably request to make the Loan Documents consistent with the Bank's standard terms for LIBOR-Based Loans payable in Dollars. (iv) The provisions of Sections 2.4 (h) and (i) shall similarly inure to the benefit to any party to whom the Lender sells an interest, or participates on interest herein, as authorized pursuant to Section 8.9 hereof.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Effective LIBO Rate would otherwise be set the Bank Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Basesuch rate, or (ii) at any time the Bank Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the London interbank eurodollar market or (2) compliance by the Bank Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Effective LIBO Rate shall no longer represent the effective cost to the Bank Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or19 -15- (Ca) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as herein called "Affected Loans") shall be suspended. If at the time the Bank Lender so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Lender a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Company Borrower may only borrow Loans of a non-affected type by giving a substitute Notice of Borrowing or convert Conversion pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.17, and may borrow a Prime Rate Loan. If Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.2 hereof. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central Lender or other governmental authority (whether or not having the force of law): (i) subjects the Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Lender imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Lender (other than such requirements as a are already included in the determination of the Effective LIBO Rate), or (iii) imposes upon the Lender any other condition with respect to its performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to the Lender, reduce the income receivable by the Lender or impose any expense upon the Lender with respect to any Loans, the Bank Lender shall incur Breakage Costs in converting from a LIBOR Loan, then notify the Company shall Borrower thereof. The Borrower agrees to pay all such Breakage Costs to the Bank promptly Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by the Lender of a statement in the amount and setting forth the Lender's calculation thereof, which statement shall be deemed true and correct absent manifest error.

Changed Circumstances. In the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Administrative Agent or any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); or (B) the LIBOR Rate shall no longer represent the effective cost to the Administrative Agent or any Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the BankAdministrative Agent's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Administrative Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank Administrative Agent determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank Administrative Agent notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Administrative Agent to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank Administrative Agent so notifies the Company, the Company has previously given the Bank Administrative Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Administrative Agent and/or any Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank Administrative Agent promptly upon its demand therefor for its accountaccount and/or the account of any such Bank.

Changed Circumstances. In (a) Subject to the event that:provisions of this Agreement, the Borrower shall have the option (A) as of any date, to convert all or any part of Base Margin Loans to, or request that new Revolving Credit Loans be made as, LIBOR Loans of various Interest Periods; (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Loans as LIBOR Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Loans to Base Rate Loans; and (D) at any time, to request new Revolving Credit Loans as Base Rate Loans; provided, that Revolving Credit Loans may not be continued as or converted to LIBOR Loans, if the continuation or conversion thereof would violate the provisions of Sections 2.21(b) or 2.21(c) of this Agreement or if an Event of Default has occurred. (ib) on any date on which The Agent’s determination of the LIBOR Rate would otherwise as provided above shall be set conclusive. Furthermore, if the Bank shall have reasonably determined Agent or the Lenders determines, in good faith (which determination shall be final conclusive), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and conclusivematurity for funding the Revolving Credit Loans are not available to the Agent or the Lenders in the London Interbank LIBOR market in the ordinary course of business, or (B) that by reason of circumstances affecting the London Interbank LIBOR market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the Revolving Credit Loans requested by the Borrower to be LIBOR BaseLoans or the Revolving Credit Loans bearing interest at the rates set forth in this Agreement shall not represent the effective pricing to the Agent for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, or (ii) at any time but not limited to, official reserve requirements required by Regulation D to the Bank extent not given effect in determining the rate), the Agent shall have reasonably determined in good faith (which determination shall be final promptly notify the Borrower and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) all existing LIBOR Loans shall convert to Base Rate Loans upon the occurrence end of a contingency that materially the applicable Interest Period, and adversely affects the interbank market or (2) compliance by no additional LIBOR Loans shall be made until such circumstances are cured. (c) If, after the Bank date hereof, the introduction of, or any change in good faith with any applicable law law, treaty, rule, regulation or governmental regulation, guideline or order or in the interpretation or change administration thereof by any governmental authority charged with or any central bank or other fiscal, monetary or other authority having jurisdiction over the interpretation Agent, the Lenders or administration thereof their respective lending offices (a “Regulatory Change”), shall, in the opinion of counsel to the Agent or with the Lenders, make it unlawful for the Agent or the Lenders to make or maintain LIBOR Loans, then the Agent shall promptly notify the Borrower and (A) the LIBOR Loans shall immediately convert to Base Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law and (B) no additional LIBOR Loans shall be made until such circumstance is cured. (d) The Borrower shall reimburse each Lender on demand for any request loss incurred or directive to be incurred by it in the reemployment of the funds released (i) resulting from any prepayment (for any reason whatsoever, including, without limitation, conversion to Base Margin Loans or acceleration by virtue of, and after, the occurrence and continuance of an Event of Default) of any LIBOR Loan required or permitted under this Agreement, if such governmental authorityLIBOR Loan is prepaid other than on the last day of the Interest Period for such LIBOR Loan or (ii) in the event that after the Borrower delivers a notice of borrowing under Section 2.5(b)(ii) in respect of LIBOR Loans, such LIBOR Loans are not made on the first day of the Interest Period specified in such notice of borrowing for any reason other than a breach by such Lender of its obligations hereunder. Such loss shall be the amount as reasonably determined by such Lender as the excess, if any, of (A) the amount of interest which would have accrued to such Lender on the amount so paid or not borrowed at a rate of interest equal to the LIBOR Rate (including the LIBOR Margin) for such Loan, for the period from the date of such payment or failure to borrow to the last day (x) in the case of a payment or refinancing with Base Margin Loans other than on the last day of the Interest Period for such LIBOR Loan, of the then current Interest Period for such LIBOR Loan, or (y) in the case of such failure to borrow, of the Interest Period for such Loan which would have commenced on the date of such failure to borrow, over (B) the amount of interest which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market (collectively, “Breakage Costs”). Any Lender demanding reimbursement for such loss shall deliver to the Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender and setting forth in reasonable detail the manner in which such amount was determined. (e) If any Regulatory Change (whether or not having the force of law law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any such caseother acquisition of funds or disbursements by, the Agent or the Lenders; (B) subject the Agent, the Lenders or the LIBOR Loans to any Tax or change the basis of taxation of payments to the Agent or the Lenders of principal or interest due from the Borrower to the Agent or the Lenders hereunder (other than a "Legal Impediment"change in the taxation of the overall net income of the Agent or the Lenders); or (C) impose on the Agent or the Lenders any other condition regarding the LIBOR Loans or the Agent’s or any Lender’s funding thereof, and the Agent or Lenders shall determine (which determination shall be conclusive) that the result of the foregoing is to increase the cost to the Agent or the Lenders of making or maintaining the LIBOR Loans or to reduce the amount of principal or interest received by the Agent or Lenders hereunder, then the Borrower shall pay to the Agent or the Lenders, on demand, such additional amounts as the Agent or the Lenders shall, from time to time, determine are sufficient to compensate and indemnify the Agent or Lenders from such increased cost or reduced amount, (f) The Agent and Lenders shall receive payments of amounts of principal of and interest with respect to the LIBOR Loans free and clear of, and without deduction for, any Taxes. If (A) the Agent or Lenders shall be subject to any Tax in respect of any LIBOR Loans or any part thereof or , (B) the LIBOR Rate Borrower shall no longer represent the effective cost be required to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of withhold or deduct any Interest Period; then, and in Tax from any such eventamount, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is applicable to such LIBOR Loans shall be set, (ii) adjusted by the commencement date Agent or Lenders to reflect all additional costs incurred by the Agent or Lenders in connection with the payment by the Agent or Lenders or the withholding by the Borrower of such Tax and the Borrower shall provide the Agent or Lenders with a statement detailing the amount of any such Tax actually paid by the Borrower. Determination by the Agent or Lenders of the applicable Interest Period amount of such costs shall be conclusive. If after any such adjustment any part of any Tax paid by the Agent or (iii) Lenders is subsequently recovered by the occurrence Agent or Lenders , the Agent or Lenders, as applicable, shall reimburse the Borrower to the extent of the applicable event, amount so recovered. A certificate of an officer of the Agent setting forth the amount of such recovery and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") basis therefor shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountconclusive.

Changed Circumstances. In the event that: (a) Each Borrower agrees that if (i) on any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined law hereafter in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or effect or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulationrequest, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) not in effect as of the Effective Date with respect to any law now or hereafter in effect (and whether or not any such law is presently applicable to any Lender) or the interpretation or administration thereof by any Governmental Authority, shall either (A) (1) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Revolving Credit Loans, (2) impose on such Lender any other condition regarding any Advance, this Agreement, any Note or the facilities provided hereunder, or (3) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting such case, a "Legal Impediment"); or Lender being imposed or modified or deemed applicable to such Lender or (B) subject such Lender to any taxes on the LIBOR Rate recording, registration, notarization or other formalization of the Revolving Credit Loans or Note, and the result of any event referred to in clause (i) or (ii) above shall no longer represent be to increase the effective cost to such Lender of making, funding or maintaining any Revolving Credit Loans or to reduce the Bank amount of any sum receivable by such Lender or such Lender's rate of return on capital with respect to any Revolving Credit Loans to a level below that which such Lender could have achieved but for United States dollar deposits such imposition, modification or deemed applicability (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon demand by such Lender, each Borrower shall immediately pay to such Lender additional amounts which shall be sufficient to compensate such Lender for such increased cost, tax or reduced rate of return. A certificate of such Lender to the Borrowers claiming compensation under this Section 4.8 shall be final, conclusive and binding on all parties for all purposes in the interbank market for deposits in absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which it regularly participates; orsuch amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (Cb) that U.S. dollar deposits in immediately available funds in an amount approximately equal to If the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; thenAgent shall, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior Business Day before the effective date of any conversion of the Prime Advances into LIBOR Advances or the continuation of existing LIBOR Advances (each such requested loan made and/or to (i) be converted or to continued, a "Pending Advance"), notify the date Borrowers that the LIBOR Rate based interest rate will not adequately reflect the cost to the Lenders of making or funding such Pending Advance as a LIBOR Advance or that LIBOR is to be setnot determinable from any interest rate reporting service of recognized standing, (ii) then the commencement date right of the applicable Interest Period or (iii) the occurrence of the applicable eventBorrowers to select a LIBOR Advance for such Pending Advance, and the Interest Rate shall become to convert the Prime Rate and Advances into LIBOR Advances or to continue the LIBOR Advances, shall remain the Prime Rate be suspended until the Bank determines and so notifies Agent shall notify the Company Borrowers that the circumstances giving rise to causing such notice suspension no longer apply. Until the Bank notifies the Company that the circumstances giving rise exist, and Pending Advances and each such subsequent LIBOR Advance requested to such notice no longer applybe made, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") continued or converted shall be suspended. If at the time the Bank so notifies the Companymade, the Company has previously given the Bank a Notice of Borrowing continued as, or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone converted into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountAdvance.

Changed Circumstances. In the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); or (B) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. In (a) Subject to the event that:provisions of this Agreement, the Borrower shall have the option (A) as of any date, to convert all or any part of Base Margin Loans to, or request that new Revolving Credit Loans be made as, Eurodollar Loans of various Interest Periods; (B) as of the last day of any Interest Period, to continue all or any portion of the relevant Eurodollar Loans as Eurodollar Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the Eurodollar Loans to Base Rate Loans; and (D) at any time, to request new Revolving Credit Loans as Base Rate Loans; provided, that Revolving Credit Loans may not be continued as or converted to Eurodollar Loans, if the continuation or conversion thereof would violate the provisions of Sections 2.20(b) or 2.20(c) of this Agreement or if an Event of Default has occurred. (ib) on any date on which The Agent's determination of the LIBOR Eurodollar Rate would otherwise as provided above shall be set conclusive. Furthermore, if the Bank shall have reasonably determined Agent or the Lenders determines, in good faith (which determination shall be final conclusive), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and conclusivematurity for funding the Revolving Credit Loans are not available to the Agent or the Lenders in the London Interbank Eurodollar market in the ordinary course of business, or (B) that by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Baserate of interest to be applicable to the Revolving Credit Loans requested by the Borrower to be Eurodollar Loans or the Revolving Credit Loans bearing interest at the rates set forth in this Agreement shall not represent the effective pricing to the Agent for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, or (ii) at any time but not limited to, official reserve requirements required by Regulation D to the Bank extent not given effect in determining the rate), the Agent shall have reasonably determined in good faith (which determination shall be final promptly notify the Borrower and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) all existing Eurodollar Loans shall convert to Base Rate Loans upon the occurrence end of a contingency that materially the applicable Interest Period, and adversely affects the interbank market or (2) compliance by no additional Eurodollar Loans shall be made until such circumstances are cured. (c) If, after the Bank date hereof, the introduction of, or any change in good faith with any applicable law law, treaty, rule, regulation or governmental regulation, guideline or order or in the interpretation or change administration thereof by any governmental authority charged with or any central bank or other fiscal, monetary or other authority having jurisdiction over the interpretation Agent, the Lenders or administration thereof their respective lending offices (a "Regulatory Change"), shall, in the opinion of counsel to the Agent or with the Lenders, make it unlawful for the Agent or the Lenders to make or maintain Eurodollar Loans, then the Agent shall promptly notify the Borrower and (A) the Eurodollar Loans shall immediately convert to Base Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law and (B) no additional Eurodollar Loans shall be made until such circumstance is cured. (d) If, for any request or directive reason, an Eurodollar Loan is paid prior to the last Business Day of any Interest Period or if an Eurodollar Loan does not occur on a date specified by the Borrower in its request (other than as a result of a default by the Agent or the Lenders), the Borrower agrees to indemnify the Agent and the Lenders against any loss (including any loss on redeployment of the deposits or other funds acquired by the Agent or the Lenders to fund or maintain such governmental authority, Eurodollar Rate Loan) cost or expense incurred by the Agent or the Lenders as a result of such prepayment. (e) If any Regulatory Change (whether or not having the force of law law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any such caseother acquisition of funds or disbursements by, the Agent or the Lenders; (B) subject the Agent, the Lenders or the Eurodollar Loans to any Tax or change the basis of taxation of payments to the Agent or the Lenders of principal or interest due from the Borrower to the Agent or the Lenders hereunder (other than a "Legal Impediment"change in the taxation of the overall net income of the Agent or the Lenders); or (C) impose on the Agent or the Lenders any other condition regarding the Eurodollar Loans or the Agent's or any Lender’s funding thereof, and the Agent or Lenders shall determine (which determination shall be conclusive) that the result of the foregoing is to increase the cost to the Agent or the Lenders of making or maintaining the Eurodollar Loans or to reduce the amount of principal or interest received by the Agent or Lenders hereunder, then the Borrower shall pay to the Agent or the Lenders, on demand, such additional amounts as the Agent or the Lenders shall, from time to time, determine are sufficient to compensate and indemnify the Agent or Lenders from such increased cost or reduced amount. (f) The Agent and Lenders shall receive payments of amounts of principal of and interest with respect to the Eurodollar Loans free and clear of, and without deduction for, any Taxes. If (A) the Agent or Lenders shall be subject to any Tax in respect of any Eurodollar Loans or any part thereof or , (B) the LIBOR Borrower shall be required to withhold or deduct any Tax from any such amount, the Eurodollar Rate applicable to such Eurodollar Loans shall no longer represent be adjusted by the effective cost Agent or Lenders to reflect all additional costs incurred by the Agent or Lenders in connection with the payment by the Agent or Lenders or the withholding by the Borrower of such Tax and the Borrower shall provide the Agent or Lenders with a statement detailing the amount of any such Tax actually paid by the Borrower. Determination by the Agent or Lenders of the amount of such costs shall be conclusive. If after any such adjustment any part of any Tax paid by the Agent or Lenders is subsequently recovered by the Agent or Lenders , the Agent or Lenders, as applicable, shall reimburse the Borrower to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance extent of the Line amount so recovered. A certificate of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date an officer of the applicable Interest Period or (iii) Agent setting forth the occurrence amount of the applicable event, such recovery and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") basis therefor shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountconclusive (absent manifest error).

Changed Circumstances. In the event that: (i) on a On any date day on which the rate for a LIBOR Rate Loan would otherwise be set set, the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, either such rate; or (ii) at b At any time the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusiveconclu- sive) that: (A) i the making or continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration admin- istration thereof or with any request or directive of any such governmental authority, whether or not authority having the force of law (in any such case, a "Legal Impediment")law; or (B) ii the indices on which the interest rates for LIBOR Rate Loan shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the interbank market for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Administrative Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyLead Borrower thereof. Until the Bank Administrative Agent notifies the Company Lead Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders to allow selection make LIBOR Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Lead Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at the time the Bank Administrative Agent so notifies the CompanyLead Borrower, the Company Lead Borrower has previously given the Bank Administrative Agent a Renewal/Conversion Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans LIBOR Loans, but such borrowing or conversion has Revolving Credit Loans have not yet gone into effect, such notification shall be deemed to be void and the Company Lead Borrower may only borrow or convert to Revolving Credit Loans which are Base Margin Loans by giving a Prime Rate Loansubstitute Renewal/Conversion Notice. If as a result Upon the expi- ration of a Legal Impedimentthe Interest Period for any LIBOR Loan which is outstanding on the date of such notification, the Bank amount of such LIBOR Loan shall incur Breakage Costs in converting from thereafter constitute a LIBOR Base Margin Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. In (a) If the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any governmental authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make LIBOR Loans or to fund or maintain LIBOR Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrowers of such event, and the right of the Borrowers to select LIBOR Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all LIBOR Loans then outstanding, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Agent, request the conversion of all LIBOR Loans then outstanding into Prime Rate Loans; provided, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such LIBOR Loan, the Borrowers shall also pay any amount due pursuant to Section 4.10. (b) If the Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a LIBOR Loan has been (each such requested Loan made impracticable and Loan to be converted or unlawful by continued, a "Pending Loan"), notify the Borrowers that LIBOR will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a LIBOR Loan or that the Interbank Offered Rate is not reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrowers to select LIBOR Loans for such Pending Loan, any subsequent Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan. (1c) If, due to either (i) the occurrence introduction of a contingency that materially and adversely or any change (other than any change by way of imposition or increase of reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects the interbank market taxes measured by net income), or (2ii) the compliance by the Bank in good faith with any applicable law or governmental regulation, a guideline or order request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether nor not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Loans (other than as separately provided for in Section 4.15(d)), then the Borrowers shall from time to time, within thirty (30) days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. (d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or change application thereof by any governmental authority charged with the interpretation or administration thereof thereof, or (ii) compliance by such Lender with any guideline, request or directive directive, made or promulgated after the date hereof, of any such governmental authority, entity regarding capital adequacy (whether or not having the force of law law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such caseLender imposed by the United States of America or any political subdivision thereof), a "Legal Impediment"); orin each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Agent thereof. The Borrowers agree to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within thirty (30) days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction or tax. (Be) Before giving any notice pursuant to Section 4.15(a) or making any demand pursuant to Sections 4.15(c) or (d), each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the LIBOR Rate shall no longer represent making of such a designation would avoid the effective cost to need for such notice or demand, or reduce the Bank for United States dollar deposits amount of such increased cost, reduction in return or tax and would not, in the interbank market for deposits in which it regularly participates; orjudgment of such Lender, be otherwise disadvantageous to such Lender. (Cf) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance A certificate of the Line Lender claiming compensation under Sections 4.15(c) or (d) shall be conclusive in the absence of Credit are not readily available to manifest error. Such certificate shall set forth the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date nature of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer applycompensation, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing additional amount or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed amounts to be void paid to it hereunder, and the Company method by which such amounts were determined. In determining such amount, a Lender may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountuse any reasonable averaging and attribution methods.

Changed Circumstances. In the event that:: --------------------- (ia) on any date day on which the LIBOR rate for a Libor Rate Loan would otherwise be set set, the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, such rate; or (iib) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation of or conversion of any Loan loan to a LIBOR Libor Rate Loan has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2B) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration admin- istration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR indices on which the interest rates for Libor Rate Loans shall no longer represent the effective cost to the Bank for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrower thereof. Until the Bank notifies the Company Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection make Libor Rate Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during the occurrence of such circumstances, referred Borrower to as "Affected Loans") select Libor Rate for any advances shall be suspended. If at the time the Bank so notifies the CompanyBorrower, the Company Borrower has previously given the Bank a Notice of Borrowing or a Renew al/Conversion Notice of Continuation or Conversion with respect to one or more Affected Loans Libor Rate Loans, but such borrowing or conversion has advances have not yet gone into effect, such notification shall be deemed to be void and the Company Borrower may only borrow under interest rate options otherwise available hereunder, by giving a substitute Notice of Borrowing or convert to a Prime Renewal/Conversion Notice. Upon the expiration of the Interest Period for any Libor Rate Loan which is outstanding on the date of such notification, the amount of such Libor Rate Loan shall thereafter constitute a Floating Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. In the event that:: --------------------- (ia) on any date day on which the LIBOR rate for a Libor Rate Loan or a Cost of Funds Rate Loan would otherwise be set set, the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, either such rate; or (iib) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation of or conversion of any Loan loan to a LIBOR Libor Rate Loan or a Cost of Funds Rate Loan has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2B) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR indices on which the interest rates for Libor Rate Loans shall no longer represent the effective cost to the Bank for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrower thereof. Until the Bank notifies the Company Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection make Libor Rate Loans or Cost of Funds Rate Loans of the type affected by such changed circumstances or to permit the Company Borrower to select Libor Rate or Cost of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Funds Rate Loans for any advances shall be suspended. If at the time the Bank so notifies the CompanyBorrower, the Company Borrower has previously given the Bank a Notice of Borrowing or a Renewal/Conversion Notice of Continuation or Conversion with respect to one or more Affected Libor Rate Loans or Cost of Funds Rate Loans, but such borrowing or conversion has advances have not yet gone into effect, such notification shall be deemed to be void and the Company Borrower may only borrow under interest rate options otherwise available hereunder, by giving a substitute Notice of Borrowing or convert to a Prime Renewal/Conversion Notice. Upon the expiration of the Interest Period for any Libor Rate Loan or a Cost of Funds Rate Loan which is outstanding on the date of such notification, the amount of such Libor Rate Loan or Cost of Funds Rate Loan shall thereafter constitute a Floating Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. In the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Agent or any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or any Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the BankAgent's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank Agent determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank Agent notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Agent to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank Agent so notifies the Company, the Company has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.Legal

Changed Circumstances. In the event that: (ia) on On any date day on which the rate for a LIBOR Rate Loan would otherwise be set set, the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, either such rate; or (iib) at At any time that the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation of or conversion of any Revolving Credit Loan or any portion of the Term Loan to a LIBOR Loan has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not authority having the force of law (in any such case, a "Legal Impediment")law; or (Bii) the indices on which the interest rates for LIBOR Rate Loans shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the interbank market for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Administrative Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyLead Borrower thereof. Until the Bank Administrative Agent notifies the Company Lead Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders to allow selection make LIBOR Loans of the type affected by such changed circumstances or to permit the Company Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans or any portion of a LIBOR the Term Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank Administrative Agent so notifies the CompanyLead Borrower, the Company Lead Borrower has previously given the Bank Administrative Agent a Renewal/Conversion Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans LIBOR Loans, but such borrowing or conversion has LIBOR Loans have not yet gone into effect, such notification shall be deemed to be void and the Company Lead Borrower may only borrow or convert to Base Margin Loans and shall furnish a Prime Rate Loansubstitute Renewal/Conversion Notice. If as a result Upon the expiration of a Legal Impedimentthe Interest Period for any LIBOR Loan which is outstanding on the date of such notification, the Bank amount of such LIBOR Loan shall incur Breakage Costs in converting from thereafter constitute a LIBOR Base Margin Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. In (a) If prior to the event thatfirst day of any Interest Period: (i) on any date on which the LIBOR Rate would otherwise be set the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final conclusive and conclusivebinding upon the Borrower) that that, by reason of circumstances affecting the relevant market, adequate and fair reasonable means do not exist for ascertaining the LIBOR BaseEurocurrency Rate for such Interest Period, or (ii) at any time the Bank Administrative Agent shall have reasonably received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined in good faith or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (which determination shall be final and conclusiveas conclusively certified by such Lenders) that: (A) the of making or continuation of maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change telephonic notice thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); or (B) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in Borrower and the interbank market for deposits in which it regularly participates; or Lenders as soon as practicable thereafter. If such notice is given (Cw) that U.S. dollar deposits in immediately available funds in an amount approximately equal any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period; then, to ABR Loans and in (z) any Multicurrency Loans to which such eventInterest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Bank shall forthwith so notify Borrower have the Company by facsimile notice at least one (1) day prior right to convert ABR Loans to Eurodollar Loans. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election with respect to any applicable then-current Benchmark, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with one or more Benchmark Replacements (it being understood that all amounts denominated in a given currency for which a Benchmark is being replaced shall be subject to the same Benchmark Replacement). Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the LIBOR Rate is Majority Lenders have delivered to be setthe Administrative Agent written notice that such Majority Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right (in consultation with the Borrower) to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party hereto. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the commencement date implementation of the applicable Interest Period or any Benchmark Replacement, (iii) the occurrence effectiveness of any Benchmark Replacement Conforming Changes and (iv) the applicable eventcommencement or conclusion of any Benchmark Unavailability Period. Any determination, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company decision or election that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection may be made by the Company of a LIBOR Loan (during the occurrence of such circumstancesAdministrative Agent or Lenders pursuant to this Section, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion including any determination with respect to one a tenor, rate or more Affected adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section. (iv) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans but subject to such Benchmark Unavailability Period to be made, converted or continued during such Benchmark Unavailability Period and, failing that, (i) in the case of a request for borrowing of, conversion to or conversion has not yet gone into effectcontinuation of Loans denominated in Dollars, such notification shall the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans and (ii) in the case of a request for borrowing of, conversion to or continuation of Loans denominated in any currency other than Dollars, such request shall be void and ineffective. During any Benchmark Unavailability Period with respect to any Benchmark, the Company may only borrow component of Base Rate or convert any other Benchmark that is based upon the Benchmark that is the subject of such Benchmark Unavailability Period will not be used in any determination of Base Rate or such other Benchmark. Furthermore, if any Eurocurrency Loan in any Available Foreign Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Prime Relevant Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR applicable to such Eurocurrency Loan, then (i) if such Eurocurrency Loan is denominated in Dollars, then on the Company last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall pay all be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such Breakage Costs day or (ii) if such Eurocurrency Loan is denominated in any Available Foreign Currency, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the Bank promptly remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, local time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in Dollars), and, in the case of such subclause (B), upon its demand therefor for its accountany subsequent implementation of a Benchmark Replacement in respect of such Available Foreign Currency pursuant to this Section 3.6, such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Available Foreign Currency (in an amount equal to the Available Foreign Currency Equivalent of such Available Foreign Currency) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Available Foreign Currency.

Changed Circumstances. In Notwithstanding any other provision of this Agreement, in the event that: (ia) on any date on which the LIBOR Rate otherwise would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive, unless not made in good faith) that adequate and fair means do not exist for ascertaining the LIBOR BaseRate, or (iib) at any time the Bank Agent or any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive, unless not made in good faith, and, if made by any Lender, shall have been communicated to the Agent in writing) that: (Ai) the making or continuation of or conversion of any Loan to a LIBOR Rate Loan has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank market Eurodollar market, or (2B) compliance by the Bank Agent or such Lender in good faith with any applicable law Law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof thereof, or with any request or directive of any such governmental authority, Governmental Authority (whether or not having the force of law (in any such case, a "Legal Impediment"Law); or (Bii) the LIBOR Rate shall no longer shall represent the effective cost to the Bank Agent or such Lender for United States dollar Dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Agent promptly shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyTIMET thereof. Until the Bank Agent notifies the Company TIMET that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders to allow selection by TIMET of the Company type of a LIBOR Loan (during affected by the occurrence contingencies described in this Section 5.24 of such circumstances, referred to as "Affected Loans") this Agreement shall be suspended. If at the time TIMET receives a notice from the Bank so notifies Agent pursuant to the Company, the Company preceding sentence TIMET previously has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans affected Loans, but such borrowing or conversion has Loans have not yet gone into effectbeen made, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime request for Base Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountLoans.

Changed Circumstances. In If, on or before the event that: (i) on date off acceptance of any date on which Draft, the LIBOR Rate would otherwise be set the Bank Lender shall have reasonably determined in good faith (which determination shall be final final, conclusive and conclusivebinding on the Borrower) that adequate and fair means do not exist (a) it is impermissible for ascertaining the LIBOR Base, or (ii) at Lender to accept any time Draft due to the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion introduction of any Loan to a LIBOR Loan has been made impracticable Requirement of Law or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market any change in or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof has made it unlawful, or with that any request central bank or directive other Governmental Authority has asserted that it is unlawful, for the Lender to make or extend any Acceptance, or any order, judgment, or decree of any such governmental authorityGovernmental Authority or arbitrator purports by its terms to enjoin or restrain the Lender from making or extending any Acceptance, whether (b) acceptances in amounts or for durations corresponding to the proposed Acceptance(s) are not having being readily traded in the force applicable market, or (c) by reason of law (changes affecting the applicable market, the discount rate to be in any such case, a "Legal Impediment"); or (B) effect for that period will not adequately and fairly reflect the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in Lender of accepting or discounting the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR LoanDraft, then the Company Lender shall pay all such Breakage Costs be under no obligation to accept the requested Draft notwithstanding anything to the Bank promptly upon its demand therefor contrary in this Article III. The Lender shall notify the Borrower in the event the Lender makes such a determination; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of that determination or the rejection of any Draft submitted for its accountacceptance. No determination made under this subsection, however, shall in and of itself reduce the unused portion of the Aggregate Commitment or limit the Borrower's ability to request other Extensions of Credit hereunder in accordance with the terms and provisions of this Agreement.

Changed Circumstances. In (a) The Agent may give the event thatBorrower notice of the occurrence of the following: (i) on any date on which the LIBOR Rate would otherwise be set the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be set, that adequate and fair means do not exist for ascertaining the LIBOR Base, orsuch rate. (ii) at any time the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or The continuation of or conversion of any Revolving Credit Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2) compliance by the Bank Agent in good faith with any applicable law or governmental regulation, guideline or order Requirements of Law or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or. (B) The indices on which the LIBOR Rate interest rates for Eurodollar Loans are based shall no longer represent the effective cost to the Bank Agent or any Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or. (Cb) In the event that U.S. dollar deposits the Agent gives the Borrower notice of an occurrence described in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; Section 2-21(a), then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company Borrower that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the : (i) The obligation of the Bank Agent and each Lender to allow selection make Eurodollar Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at . (c) Notwithstanding the time foregoing, each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different lending office if the Bank so notifies the Company, the Company has previously given the Bank a Notice making of Borrowing such designation would allow such Lender or a Notice of Continuation or Conversion with respect its lending office to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed continue to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountmake Eurodollar Loans.

Changed Circumstances. In (a) The Agent may give the event thatBorrower notice of the occurrence of the following: (i) on any date on which the LIBOR Rate would otherwise be set the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that on any day on which the rate for a LIBOR Loan would otherwise be set, that, by reason of changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided for in the definition of LIBOR Base, orOffer Rate. (ii) at any time the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or The continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or /October 28, 1997/ unlawful by (1) the occurrence of a contingency change in law occurring after the date of this Agreement that materially and adversely affects the interbank applicable market or (2) compliance by the Bank Agent or any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or. (B) The indices on which the interest rates for LIBOR Rate Loans are determined shall no longer represent the effective cost to the Bank Agent or any Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or. (Cb) In the event that U.S. dollar deposits the Agent gives the Borrower notice of an occurrence described in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; Section 2-17(a), then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company Borrower that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the : (i) The obligation of the Bank Agent and of each Lender to allow selection make LIBOR Loans of the type affected by such changed circumstances or to permit the Company Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrower had given the Agent with respect to any LIBOR Loan, the time for action with respect to which has not occurred prior to the Agent's having given notice pursuant to Section 2-17(a), shall be deemed at the option of the Agent to not having been given and such loan shall be made or continued as, or converted into, as appropriate, a LIBOR Loan Base Margin Loan. (during iii) Subject to the provisions of Section 2-10(e), the Borrower may (and shall, with respect to the occurrence of such circumstancesany event described in Section 2-17(a)(ii)), referred to as "Affected Loans") shall be suspended. If at cancel the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such relevant borrowing or conversion has not yet gone into effectnotice on the same date the Borrower was notified of such event, such notification shall be deemed to be void and or if the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal ImpedimentLIBOR Loan is then outstanding, prepay the Bank shall incur Breakage Costs in converting from a affected LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. In the event that: (ia) on any date on which the LIBOR Applicable Eurodollar Rate would otherwise be set set, the Bank Agent or any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseEurodollar Rate, as applicable; or (iib) at any time the Bank Agent or any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan the Eurodollar Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Eurodollar Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the London interbank market market, as applicable for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrowers thereof. Until the Bank Agent notifies the Company Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders and the Agent to allow selection election by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Eurodollar Pricing Option shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrowers, the Company New England Audio has previously given the Bank Agent a Eurodollar Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a Eurodollar Pricing Option, but such borrowing or conversion the Eurodollar Pricing Option requested therein has not yet gone into effect, such notification Eurodollar Pricing Notice shall automatically be deemed to be void withdrawn and be of no force or effect. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the Eurodollar Pricing Option with respect to all Eurodollar Rate Loans shall be terminated and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal ImpedimentBorrowers, the Bank shall incur Breakage Costs in converting from a LIBOR Loanjointly and severally, then the Company shall pay all interest due on such Breakage Costs Eurodollar Rate Loans and any amounts required to the Bank promptly upon its demand therefor for its accountbe paid pursuant to Section 4.3.

Changed Circumstances. In the event that: (ia) on On any date day on which the rate for a LIBOR Rate Loan would otherwise be set set, the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, either such rate; or (iib) at At any time that the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation of or conversion of any Revolving Credit Loan or any portion of the Term Loan or any portion of the Acquisition Term Loan to a LIBOR Loan has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not authority having the force of law (in any such case, a "Legal Impediment")law; or (Bii) the indices on which the interest rates for LIBOR Rate Loans shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the interbank market for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Administrative Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyLead Borrower thereof. Until the Bank Administrative Agent notifies the Company Lead Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders to allow selection make LIBOR Loans of the type affected by such changed circumstances or to permit the Company Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans or any portion of a LIBOR the Term Loan (during or any portion of the occurrence of such circumstances, referred to as "Affected Loans") Acquisition Term Loan shall be suspended. If at the time the Bank Administrative Agent so notifies the CompanyLead Borrower, the Company Lead Borrower has previously given the Bank Administrative Agent a Renewal/Conversion Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans LIBOR Loans, but such borrowing or conversion has LIBOR Loans have not yet gone into effect, such notification shall be deemed to be void and the Company Lead Borrower may only borrow or convert to Base Margin Loans and shall furnish a Prime Rate Loansubstitute Renewal/Conversion Notice. If as a result Upon the expiration of a Legal Impedimentthe Interest Period for any LIBOR Loan which is outstanding on the date of such notification, the Bank amount of such LIBOR Loan shall incur Breakage Costs in converting from thereafter constitute a LIBOR Base Margin Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. (a) In the event that: : (i) on any date on which the LIBOR Adjusted Eurodollar Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate, or or (ii) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) received notice that: : (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan by any Bank has been made impracticable or unlawful by (1l) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market in which such Bank regularly participates or (2) compliance by the any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or or (B) the LIBOR Adjusted Eurodollar Rate applicable to any proposed Eurodollar Loan shall no longer represent not fairly and adequately reflect the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available Required Banks to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodfund such Loan; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrower thereof. Until the Bank Agent notifies the Company Borrower that the circumstances giving rise to such notice no longer apply, the obligation ability of the Bank Borrower to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") select Eurodollar Loans shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrower, the Company Borrower has previously given the Bank delivered a Notice of Borrowing or Loan Request for a Notice of Continuation or Conversion with respect to one or more Affected Loans Eurodollar Loan but such borrowing or conversion Loan has not yet gone into effect, such notification Loan Request shall be deemed to be void and the Company Borrower may only borrow a Base Rate Loan by giving a substitute Loan Request pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to outstanding Eurodollar Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.12, and may borrow a Base Rate Loan by requesting such Loan in accordance with Section 2.2 hereof. (b) In case any law, regulation, treaty or convert official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Bank to a Prime Rate Loan. If any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of any Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Bank (other than such requirements as a are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon any Bank any other condition with respect to its performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to such Bank, reduce the income receivable by such Bank or impose any expense upon such Bank with respect to any Loans, such Bank shall incur Breakage Costs notify the Agent and the Agent shall notify the Borrower thereof. The Borrower agrees to pay to such Bank the amount of such increase in converting from cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the affected Bank of a LIBOR Loanstatement in the amount and setting forth such Bank's calculation thereof, then the Company which statement shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountbe deemed true and correct absent manifest error.

Changed Circumstances. In (a) The Lender may give the event thatBorrower notice of the occurrence of the following: (i) on any date on which the LIBOR Rate would otherwise be set the Bank The Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be set, that adequate and fair means do not exist for ascertaining the LIBOR Base, orsuch rate. (ii) at any time the Bank The Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or The continuation of or conversion of any Revolving Credit Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2) compliance by the Bank Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or. (B) The indices on which the LIBOR Rate interest rates for Eurodollar Loans are based shall no longer represent the effective cost to the Bank Lender for United States dollar U.S.dollar deposits in the interbank market for deposits in which it regularly participates; or. (Cb) In the event that U.S. dollar deposits the Lender gives the Borrower notice of an occurrence described in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; Section 2-21(a), then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Lender notifies the Company Borrower that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the : (i) The obligation of the Bank Lender to allow selection make Eurodollar Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at . (ii) Any notice which the time the Bank so notifies the Company, the Company has previously Borrower had given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Lender with respect to one or more Affected Loans but such borrowing or conversion any Eurodollar Loan, the time for action with respect to which has not yet gone into effectoccurred prior to the Lender's having given notice pursuant to Section 2-21(a), such notification shall be deemed to be void and a request for a Base Margin Loan. (c) Notwithstanding the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impedimentforegoing, the Bank shall incur Breakage Costs Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in converting from its reasonable discretion, in any legal, economic or regulatory manner) to designate a LIBOR Loan, then different lending office if the Company shall pay all making of such Breakage Costs designation would allow the Lender or its lending office to the Bank promptly upon its demand therefor for its accountcontinue to make Eurodollar Loans.

Changed Circumstances. In the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Agent or any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or any Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the BankAgent's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank Agent determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank Agent notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Agent to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank Agent so notifies the Company, the Company has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Agent and/or any Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank Agent promptly upon its demand therefor for its accountaccount and/or the account of any such Bank.

Changed Circumstances. (a) In the event that: (i) on that the Agent or any date on which the LIBOR Rate would otherwise be set the Bank Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) the making of a LIBOR Loan or the continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by due to (1) the occurrence of a contingency that materially and adversely affects the interbank foreign currency deposits market or (2) compliance by the Bank Agent or any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Biii) the LIBOR Rate shall no longer represent represents the effective cost to the Bank any Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Agent or such Lender shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrowers. Until the Bank Agent or such Lender notifies the Company Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Agent or such Lender to allow selection by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Loans shall be suspended. If at the time the Bank Agent or such Lender so notifies the CompanyBorrower, either of the Company Borrowers has previously given the Bank made a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans LIBOR Request but such borrowing or conversion LIBOR Loan has not yet gone into effectbeen made, continued or converted, such notification shall be deemed to be void and the Company applicable Borrower may only borrow Base Rate Loans by giving a substitute request therefor. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Borrowers shall forthwith convert the relevant LIBOR Loans to Base Rate Loans in accordance with Section 2.3 hereof by giving a notice to the Agent. (b) In case the adoption of or convert any change in any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Agent or any Lender (other than such requirements as are already included in the determination of the LIBOR Rate), or (ii) imposes upon the Agent or any Lender any other condition with respect to a Prime Rate Loan. If as a its or the Borrowers' performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to any Lender, reduce the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs income receivable by any Lender or impose any expense upon any Lender with respect to the Bank Loans or the commitments of the Lenders hereunder in an amount which such Lender in good faith determines is material, such Lender shall notify the Borrowers thereof as promptly as is reasonably practical. The Borrowers agree to pay to such Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by such Lender of a statement in the amount and setting forth a calculation thereof, which statement shall be deemed true and correct absent manifest error." 8. A new Section 2.9 is added to the Loan Agreement to read as follows:

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Adjusted Eurodollar Rate would otherwise be set set, the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate, or (ii) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank Interbank Eurodollar market or (2) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Adjusted Eurodollar Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the interbank Interbank Eurodollar market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applythereof. Until the Bank Agent notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders and the Agent to allow selection by the Company Borrowers of a LIBOR Eurodollar Loan affected by the contingencies described in this Section 2.8(a) (during the occurrence of such circumstances, referred to as herein called "Affected Loans") -------------- shall be suspended. If at the time the Bank Agent so notifies the Company, the Company has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Borrowers may borrow Loans of a non-affected type by giving a substitute Notice of Borrowing or Conversion Pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Company shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.13, and may only borrow a Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or convert Conversion pursuant to a Prime Rate Loan. If Section 2.2 hereof. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Lender to any tax not in effect on the date hereof with respect to payments of principal or interest or any other amounts payable hereunder by the Company or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Lender (other than such requirements as a are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon any Lender any other condition with respect to its performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to such Lender, reduce the Bank income receivable by such Lender or impose any expense upon such Lender with respect to any outstanding Eurodollar Loans, such Lender shall incur Breakage Costs in converting from a LIBOR Loan, then notify the Company thereof. The Borrowers, jointly and severally, agrees to pay to such Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by such Lender of a statement in the amount and setting forth such Lender's calculation thereof, which statement shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountbe deemed true and correct absent manifest error.

Changed Circumstances. In the event that: (a) Circumstances Affecting LIBOR Rate Availability and Alternative Currency Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise in connection with any request for a LIBOR Rate Loan, an Alternative Currency Revolving Credit Loan or a conversion to or continuation thereof, if for any reason (i) on any date on which the LIBOR Rate would otherwise be set the Bank Administrative Agent shall have reasonably determined in good faith determine (which determination shall be final conclusive and conclusivebinding absent manifest error) that deposits are not being offered to banks in the applicable interbank market (including, without limitation, the London interbank Eurodollar market) for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate and fair means do not exist for ascertaining the LIBOR BaseRate for the Interest Period with respect to a proposed LIBOR Rate Loan, or (iiiii) at a fundamental change has occurred in the foreign exchange or interbank markets with respect to any time Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (iv) it has become otherwise materially impractical for the Bank Lenders to make any Alternative Currency Revolving Credit Loans or (v) the Required Lenders shall have reasonably determined in good faith determine (which determination shall be final conclusive and conclusivebinding absent manifest error) thatthat the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan or an Alternative Currency Revolving Credit Loan, as applicable, shall be suspended, and: (A) in the making or continuation case of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by Rate Loans denominated in Dollars, the Borrower shall either (1) repay in full (or cause to be repaid in full) the occurrence then outstanding principal amount of a contingency that materially and adversely affects each such LIBOR Rate Loan, together with accrued interest thereon (subject to Section 4.1(d)), on the interbank market last day of the then current Interest Period applicable to such LIBOR Rate Loan or (2) compliance by convert the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the interpretation or administration thereof or with any request or directive last day of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment")Interest Period; orand (B) in the case of LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds Loans denominated in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such eventAlternative Currency, the Bank Borrower shall forthwith so notify the Company by facsimile notice at least one either (1) day prior repay in full (or cause to (ibe repaid in full) the date that the then outstanding principal amount of each such LIBOR Rate is Loan, together with accrued interest thereon (subject to be setSection 4.1(d)), (ii) on the commencement date last day of the applicable then current Interest Period applicable to such LIBOR Rate Loan or (iii2) convert the occurrence then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan denominated in Dollars as of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence last day of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountInterest Period.

Changed Circumstances. (a) In the event that: (i) on any date on which the Adjusted LIBOR Rate would otherwise be set the set, Agent or any Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseLondon Interbank Offered Rate, or (ii) at any time the Agent or any Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the London interbank eurodollar market or the market for certificates of deposit maintained by dealers in San Francisco of recognized standing or (2) compliance by the any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the Adjusted LIBOR Rate shall no longer represent the effective cost to the any Bank for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or; (Ca) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as herein called "Affected Loans") shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Company Borrower may only borrow or convert to a Prime Rate Loan. If as a result Loans of a Legal Impedimentnon-affected type by giving a substitute Notice of Borrowing or Conversion pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) Borrower shall, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs with respect to the Bank promptly upon its demand therefor for its account.outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Rate would otherwise be set that the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive, so long as the Bank shall provide reasonable evidence of the basis of such determination) that that: (i) adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate on any date on which the Adjusted Eurodollar Rate would otherwise be set, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making of a Eurodollar Loan or the continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Biii) the LIBOR Adjusted Eurodollar Rate shall no longer represent represents the effective cost to the Bank for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrower. Until the Bank notifies the Company Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company Borrower of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Eurodollar Loans shall be suspended. If at the time the Bank so notifies the CompanyBorrower, the Company Borrower has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Eurodollar Loans but such borrowing or conversion has Loans have not yet gone into effectbeen made, continued or converted, such notification shall be deemed to be void and the Company Borrower may only borrow Loans of another type by giving a substitute Notice of Borrowing or convert Conversion pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Borrower shall forthwith prepay all outstanding Eurodollar Loans, together with interest thereon and any amounts required to be paid pursuant to Section 2.13, and may borrow a Prime Rate Loan. If Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.2 hereof. (b) In case the adoption of or any change in any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof or any taxes imposed in substitution or replacement for taxes on the overall net income of the Bank), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Bank (other than such requirements as a are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon the Bank any other condition with respect to its or the Borrower's performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to the Bank, reduce the income receivable by the Bank or impose any expense upon the Bank with respect to any Loans, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then notify the Company shall Borrower thereof. The Borrower agrees to pay all such Breakage Costs to the Bank promptly the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Adjusted Eurodollar Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseLondon Interbank Offered Rate, or or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the London interbank Eurodollar market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Adjusted Eurodollar Rate shall no longer represent the effective cost to the Bank for United States U.S. dollar deposits in the London interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodmarket; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyeach Borrower thereof. Until the Bank notifies the Company Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Eurodollar Loans shall be suspended. If at the time the Bank so notifies the Companyeach Borrower, the Company a Borrower has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Loan Request with respect to one or more Affected Eurodollar Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification Loan Request shall be deemed to be void and, if the Bank in its discretion continues to be willing to lend to such Borrower, such Borrower may borrow Loans of a non-affected type by delivering a substitute Loan Request pursuant to Section 2.2(a) hereof. (b) In case any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by any Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Bank (other than such requirements as are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon the Bank any other condition with respect to its performance under this Agreement, -13- and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impedimentany of the foregoing is to increase the cost to the Bank, reduce the income receivable by the Bank or impose any expense upon the Bank with respect to any Loans, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall notify each Borrower thereof. The applicable Borrower(s) agree(s) to pay all such Breakage Costs to the Bank promptly the amount of such increase in cost, reduction in income or additional expense attributable to such Loan or Loans as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error.

Changed Circumstances. In Notwithstanding anything to the event that: contrary contained herein, if (i) on any date on change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to the LIBOR Rate would otherwise be set Rate, (ii) the Bank shall have reasonably determined Required Lenders determine in good faith (which determination shall shall, absent manifest error, be final and conclusiveconclusive and binding upon all parties hereto) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to it has become impracticable as a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence result of a contingency circumstance that materially and adversely affects the London interbank market or (2) compliance by the Bank position of such Lender in good faith with any applicable law such market to make or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, maintain a "Legal Impediment"); or (B) the LIBOR Eurodollar Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period Loan or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company Required Lenders determine that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Adjusted Eurodollar Rate for any requested Interest Period with respect to one or more Affected Loans but a proposed Eurodollar Rate Loan (or, the LIBOR Rate, in the case of a proposed Base Rate Loan as to which the interest rate is determined by reference to the LIBOR Rate) does not adequately and fairly reflect the cost to such borrowing or conversion has not yet gone into effectLenders of funding such Term Loan, then, in each case, such notification Lender or Lenders shall give notice thereof to the Administrative Agent and the Borrower and may (A) declare that Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to the LIBOR Rate will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to the LIBOR Rate from such Lender shall be deemed to be void and the Company may only borrow or convert to a Prime request for a Base Rate Loan. If , unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans or Base Rate Loans as a result of a Legal Impediment, to which the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs interest rate is determined by reference to the Bank promptly upon its demand therefor for its accountLIBOR Rate made by such Lender be converted to Base Rate Loans (as to which the interest rate is not determined by reference to the LIBOR Rate) immediately, in which event all outstanding Eurodollar Rate Loans and Base Rate Loan as to which the interest rate is determined by reference to the LIBOR Rate of such Lender shall be so converted.

Changed Circumstances. In the event that: (a) Borrower agrees that if (i) on any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined law hereafter in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or effect or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulationrequest, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) not in effect as of the Effective Date with respect to any law now or hereafter in effect (and whether or not any such law is presently applicable to any Lender) or the interpretation or administration thereof by any Governmental Authority, shall either (A) (1) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Advance, (2) impose on such Lender any other condition regarding any Advance, this Agreement, any Note or the facilities provided hereunder or (3) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting such case, a "Legal Impediment"); or Lender being imposed or modified or deemed applicable to such Lender or (B) subject such Lender to any taxes on the LIBOR Rate recording, registration, notarization or other formalization of the Revolving Credit Loans or any Note, and the result of any event referred to in CLAUSE (I) or (II) above shall no longer represent be to increase the effective cost to such Lender of making, funding or maintaining any Advance or to reduce the Bank amount of any sum receivable by such Lender or such Lender's rate of return on capital with respect to any Advance to a level below that which such Lender could have achieved but for United States dollar deposits such imposition, modification or deemed applicability (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon demand by such Lender, Borrower shall immediately pay to such Lender additional amounts which shall be sufficient to compensate such Lender for such increased cost, tax or reduced rate of return. A certificate of such Lender to the Borrower claiming compensation under this SECTION 4.8 shall be final, conclusive and binding on all parties for all purposes in the interbank market for deposits in absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which it regularly participates; orsuch amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (Cb) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that U.S. dollar deposits in immediately available funds in an amount approximately equal it is unlawful, for any Lender to perform its obligations hereunder to make LIBOR Advances or to fund or maintain LIBOR Advances hereunder, such Lender shall notify the outstanding principal balance Agent of such event and the Line Agent shall notify the Borrower of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, and the Bank right of the Borrower to select LIBOR Advances for any subsequent Interest Period or in connection with any subsequent conversion of any Advance shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith so notify prepay in full all LIBOR Advances then outstanding and shall pay all interest accrued thereon through the Company by facsimile date of such prepayment or conversion, unless the Borrower, within three (3) Business Days after such notice from the Agent, requests the conversion of all outstanding LIBOR Advances into Prime Advances; provided that, if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such LIBOR Advances, the Borrower shall also pay any amount due pursuant to SECTION 4.1(A)(III). (c) If the Agent shall, at least one (1) day prior to (i) Business Day before the date of any requested Advance or the effective date of any conversion or continuation of an existing Advance to be made or continued as or converted into a LIBOR Advance (each such requested Advance made and/or to be converted or continued, a "Pending Advance"), notify the Borrower that the LIBOR Rate Advance will not adequately reflect the cost to the Lenders of making or funding such Pending Advance as a LIBOR Advance or that LIBOR is to be setnot determinable from any interest rate reporting service of recognized standing, (ii) then the commencement date right of the applicable Interest Period Borrower to select LIBOR Advances for such Pending Advance, or (iii) the occurrence any subsequent Advances in connection with any subsequent conversion or continuation of the applicable event, and the Interest Rate any Advance shall become the Prime Rate and shall remain the Prime Rate be suspended until the Bank determines and so notifies Agent shall notify the Company Borrower that the circumstances giving rise to causing such notice suspension no longer apply. Until the Bank notifies the Company that the circumstances giving rise exist, and Pending Advances and each such subsequent Advance requested to such notice no longer applybe made, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") continued or converted shall be suspended. If at the time the Bank so notifies the Companymade or continued as, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone converted into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountAdvance.

Changed Circumstances. In (a) in the event that: (i) on any date on which the Adjusted LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the Adjusted LIBOR BaseRate, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the London interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the Adjusted LIBOR Rate shall no longer represent the effective cost to the Bank for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or; (Ca) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as herein called "Affected Loans") shall be suspended. If at the -------------- time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow Loans of a non-affected type by giving a substitute Notice of Borrowing or convert Conversion pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Company shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.13, and may borrow a Prime Rate Loan. If Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.2 hereof. (b) in case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Company or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof, or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Bank (other than such requirements as a are already included in the determination of the Adjusted LIBOR Rate), or (iii) imposes upon the Bank any other condition with respect to its performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to the Bank, reduce the income receivable by the Bank or impose any expense upon the Bank with respect to any Loans, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then notify the Company shall thereof. The Company agrees to pay all such Breakage Costs to the Bank promptly the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error.

Changed Circumstances. In (a) The Lender may advise the event that: (i) on any date on which Lead Borrower that the LIBOR Rate would otherwise be set Lender has made the Bank shall have reasonably determined in good faith determination (which determination shall be final and conclusive) that adequate of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for LIBOR Base, orLoans. (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or The continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2) the compliance by the Bank Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); orApplicable Law. (Biii) The indices on which the interest rates for LIBOR Rate Loans are based shall no longer represent the effective cost to the Bank Lender for United States U.S. dollar deposits in the London interbank market for deposits in which it regularly participates; or. (Cb) In the event that U.S. dollar deposits the Lender advises the Lead Borrower of an occurrence described in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; Section (a), then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Lender notifies the Company Lead Borrower that the circumstances giving rise to such notice no longer apply. Until apply (which notice the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the Lender shall give promptly after it has knowledge thereof): (i) The obligation of the Bank Lender to allow selection make loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Lead Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at . (ii) Any notice which the time the Bank so notifies the Company, the Company has previously Lead Borrower had given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Lender with respect to one or more Affected Loans but such borrowing or conversion any LIBOR Loan, the time for action with respect to which has not yet gone into effectoccurred prior to the Lender's having given notice pursuant to Section (a), such notification shall be deemed at the option of the Lender to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountnot having been given.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Eurodollar Rate would otherwise be set the Bank set, BankBoston shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair reasonable means do not exist for ascertaining the LIBOR BaseEurodollar Rate, or (ii) at any time the Bank Majority Lenders shall notify the Agent that they have reasonably determined in good faith (which determination shall be final and conclusive) that:that the Eurodollar Rate shall no longer represent the effective cost to the Majority Lenders of making or maintaining Eurodollar Advances to be made by them, or (Aiii) any Lender shall notify the Agent that it has determined in good faith (which determination shall be final and conclusive) that the making or continuation of or conversion of any Loan Advance of such Lender to a LIBOR Loan Eurodollar Advance has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market or (2B) compliance by the Bank such Lender in good faith with any applicable law or governmental regulation, guideline or order Applicable Law or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one Borrower thereof and: (1A) day prior to (i) Until the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company Borrower that the circumstances giving rise to such any notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise given pursuant to such notice Section 5.10(a) no longer apply, the obligation of the Bank Lenders to allow selection by the Company Borrower of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Eurodollar Advances shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Agent a Notice of Borrowing or a Notice of Conversion or Continuation or Conversion with respect to one or more Affected Loans Borrowings to be made as or to be converted into or continued as Borrowings comprised of Eurodollar Advances (each, a Pending Borrowing) but such borrowing or conversion has Pending Borrowings have not yet gone into effectbeen so made, converted or continued, each such notification Notice shall be deemed to be void an election by the Borrower of Borrowings comprised of Base Rate Advances. (B) On such date as is specified in any notice to the Borrower from the Agent pursuant to Section 5.10(a) (which date shall not be earlier than the date such notice is given), the Borrower shall prepay the outstanding principal amount of all Eurodollar Advances, together with interest thereon and any amount required to be paid pursuant to Section 5.11, or convert all such outstanding Eurodollar Advances into Base Rate Advances by giving a Notice of Conversion or Continuation pursuant to Section 5.13. (b) In case of any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Lender (other than the Reserve Percentage), or (iii) imposes upon any Lender any other condition with respect to its performance under this Agreement, and the Company may only borrow result of any of the foregoing is to increase the cost to such Lender, reduce the income receivable by such Lender or convert impose any expense upon such Lender with respect to any Advances, such Lender shall notify the Agent and the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by such Lender of a statement of the amount and setting forth such Lender's calculation thereof, which statement shall be deemed true and correct absent manifest error, provided, that no Lender shall be entitled to charge nor shall the Borrower be obligated to pay any such amount relating to a Prime Rate Loan. period more than 90 days prior to the date on which such statement is presented. (c) If any lender determines that (i) the adoption of or change in, in each case after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change after the date hereof in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (ii) compliance by such Lender with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law) promulgated after the date hereof, has the effect of reducing the return on such Lender's capital as a result consequence of its Commitment to make Advances hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's then-existing policies with respect to capital adequacy and assuming the full utilization of such Lender's capital) by any amount deemed by such Lender to be material, then such Lender shall notify the Agent and the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction of capital as and when such reduction is determined, upon presentation by such Lender of a Legal Impedimentstatement of the amount and setting forth such Lender's calculation thereof, which statement shall be deemed true and correct absent manifest error, provided, that no Lender shall be entitled to charge nor shall the Bank shall incur Breakage Costs in converting from Borrower be required to pay any such amount relating to a LIBOR Loan, then the Company shall pay all such Breakage Costs period more than 90 days prior to the Bank promptly upon its demand therefor for its accountdate on which such statement is presented. In determining such amount, a Lender may use any reasonable averaging and attribution methods.

Changed Circumstances. In the event that:: --------------------- (ia) on any date day on which the rate for a LIBOR Rate Loan would otherwise be set set, the Bank Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, either such rate; or (iib) at any time the Bank Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2B) compliance by the Bank Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the indices on which the interest rates for LIBOR Rate Loan shall no longer represent the effective cost to the Bank Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Lender shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) Borrower thereof Until the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Lender notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lender to allow selection make LIBOR Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at the time the Bank Lender so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Lender a Renewal/Conversion Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans LIBOR Loans, but such borrowing or conversion has Revolving Credit Loans have not yet gone into effect, such notification shall be deemed to be void and the Company Borrower may only borrow or convert to Revolving Credit Loans which are Base Margin Loans by giving a Prime Rate Loansubstitute Renewal/Conversion Notice. If as a result Upon the expiration of a Legal Impedimentthe Interest Period for any LIBOR Loan which is outstanding on the date of such notification, the Bank amount of such LIBOR Loan shall incur Breakage Costs in converting from thereafter constitute a LIBOR Base Margin Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. In the event that: (ia) on any date on which the LIBOR Applicable Eurodollar Rate would otherwise be set set, the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseEurodollar Rate, as applicable; or (iib) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan the Eurodollar Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Eurodollar Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the London interbank market market, as applicable for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrowers thereof. Until the Bank Agent notifies the Company Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders and the Agent to allow selection election by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Eurodollar Pricing Option shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrowers, the Company New England Audio has previously given the Bank Agent a Eurodollar Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a Eurodollar Pricing Option, but such borrowing or conversion the Eurodollar Pricing Option requested therein has not yet gone into effect, such notification Eurodollar Pricing Notice shall automatically be deemed to be void withdrawn and be of no force or effect. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the Eurodollar Pricing Option with respect to all Eurodollar Rate Loans shall be terminated and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal ImpedimentBorrowers, the Bank shall incur Breakage Costs in converting from a LIBOR Loanjointly and severally, then the Company shall pay all interest due on such Breakage Costs Eurodollar Rate Loans and any amounts required to the Bank promptly upon its demand therefor for its accountbe paid pursuant to Section 4.3.

Changed Circumstances. In (a) Circumstances Affecting LIBOR Rate or LIBOR Market Index Rate Availability. If prior to the event that: first day of any Interest Period, (i) on any date on which the LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final conclusive and conclusivebinding upon the Borrower absent manifest error) that that, by reason of circumstances affecting the relevant market, adequate and fair reasonable means do not exist for ascertaining the LIBOR BaseRate for such Interest Period, or (ii) at the Agent has received notice from the Required Lenders that the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their LIBOR Loans during such Interest Period, or (iii) Dollar deposits in the principal amounts of the LIBOR Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given (i) any time LIBOR Loans requested to be made on the Bank first day of such Interest Period shall be made as Base Rate Loans, (ii) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding LIBOR Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to LIBOR Loans. Notwithstanding any other provision of this Agreement, if (i) the Swingline Lender shall reasonably determined in good faith determine (which determination shall be final conclusive and conclusivebinding absent manifest error) that: (A) , by reason of circumstances affecting the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially relevant market, reasonable and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or adequate means do not having the force of law (in any such case, a "Legal Impediment"); or (B) exist for ascertaining the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; thenMarket Index Rate, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, or (ii) the commencement date Swingline Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Market Index Rate does not adequately and fairly reflect the cost of funding LIBOR Market Index Swingline Loans, the applicable Interest Period or (iii) Swingline Lender shall forthwith give telephone notice of such determination, confirmed in writing, to the occurrence of the applicable eventBorrower, and thereafter the Interest Rate right to request LIBOR Market Index Swingline Loans shall become be suspended until such time as the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances conditions giving rise to such notice shall no longer applyexist. Until In the Bank notifies the Company that the circumstances giving rise to such notice no longer applyevent LIBOR Market Index Swingline Loans are not available on account of operation of this Section, the obligation of the Bank Swingline Lender will endeavor to allow selection by the Company of provide an alternative index or reference rate which will provide a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountsimilar interest rate based on historical data.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseRate, as the case may be, or (ii) at any time the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of of, or conversion of any Loan to to, a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the London interbank market or (2) compliance by the Administrative Agent or any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having haying the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Rate shall no longer represent the effective cost to the any Bank for United States dollar deposits in the London interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodmarket; then, and in any such event, the Bank Administrative Agent shall forthwith promptly so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrower thereof in writing. Until the Bank Administrative Agent notifies the Company Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the each Bank to allow selection by the Company Borrower of a LIBOR the type of Loan affected by the contingencies described in this Section 2.10(a) (during the occurrence of such circumstances, referred to as "herein called “Affected Loans"”) shall be suspended. If at the time the Bank Administrative Agent so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Administrative Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Company Borrower may only borrow Loans of a non-affected type by giving a substitute Notice of Borrowing or convert Conversion pursuant to Section 2.4. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.15, and may borrow a Prime Rate LoanLoan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.4 hereof. If The provisions of this Section 2.10(a) shall be applied to the Borrower so as a not to discriminate against the Borrower vis-à-vis other customers of the applicable Bank. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Administrative Agent or any Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Administrative Agent or such Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Administrative Agent or any Bank (other than such requirements as are already included in the determination of the LIBOR Rate), or (iii) imposes upon the Administrative Agent or any Bank any other condition with respect to its performance under this Agreement or any other Loan Document, and the result of a Legal Impedimentany of the foregoing is to increase the cost to the Administrative Agent or such Bank, reduce the income receivable by the Administrative Agent or such Bank or impose any expense upon the Administrative Agent or such Bank with respect to any Loans or any payments made under or with respect to the Letters of Credit, the Bank Administrative Agent shall incur Breakage Costs in converting from a LIBOR Loan, then promptly notify the Company shall Borrower thereof. The Borrower agrees to pay all such Breakage Costs to the Administrative Agent or such Bank promptly the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by the Administrative Agent or such Bank of a written statement of such amount and setting forth in reasonable detail the Administrative Agent’s or such Bank’s calculation thereof, which statement shall be deemed true and correct absent manifest error. The provisions of this Section 2.10(b) shall be applied to the Borrower so as not to discriminate against the Borrower vis-à-vis other customers of the applicable Bank.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Rate would otherwise be set that the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) adequate and fair means do not exist for ascertaining the Interbank Offered Rate or a Federal Funds Rate on any date on which the Adjusted Eurodollar Rate or a Federal Funds Rate would otherwise be set, or (ii) the making of a Eurodollar Loan or Federal Funds Rate Loan or the continuation of or conversion of any Loan to a LIBOR Eurodollar Loan or Federal Funds Rate Loan has been made impracticable (as reasonably determined by the Bank) or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market or Federal funds market, as applicable, or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or or (Biii) the LIBOR Adjusted Eurodollar Rate shall no longer represent represents the effective cost to the Bank for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyCompany. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") affected Loans shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected affected Loans but such borrowing or conversion has Loans have not yet gone into effectbeen made, continued or converted, such notification shall be deemed to be void and the Company may only borrow Loans of another type by giving a substitute Notice of Borrowing or convert Conversion pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Company shall forthwith prepay all outstanding affected Loans, together with interest thereon and any amounts required to be paid pursuant to Section 2.13, and may borrow a Prime Rate Loan. If Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.2 hereof. (b) In case the adoption of or any change in any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Company or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Bank (other than such requirements as a are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon the Bank any other condition with respect to its or the Company's performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to the Bank, reduce the income receivable by the Bank or impose any expense upon the Bank with respect to any Loans, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then notify the Company shall thereof. The Company agrees to pay all such Breakage Costs to the Bank promptly the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error.

Changed Circumstances. In (a) CIRCUMSTANCES AFFECTING LIBOR RATE OR LIBOR MARKET INDEX RATE AVAILABILITY. If prior to the event that: first day of any Interest Period, (i) on any date on which the LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final conclusive and conclusivebinding upon the Borrower absent manifest error) that that, by reason of circumstances affecting the relevant market, adequate and fair reasonable means do not exist for ascertaining the LIBOR BaseRate for such Interest Period, or (ii) at the Agent has received notice from the Required Lenders that the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their LIBOR Loans during such Interest Period, or (iii) Dollar deposits in the principal amounts of the LIBOR Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given (i) any time LIBOR Loans requested to be made on the Bank first day of such Interest Period shall be made as Base Rate Loans, (ii) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding LIBOR Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to LIBOR Loans. Notwithstanding any other provision of this Agreement, if (i) the Swingline Lender shall reasonably determined in good faith determine (which determination shall be final conclusive and conclusivebinding absent manifest error) that:, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the LIBOR Market Index Rate, or (ii) the Swingline Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Market Index Rate does not adequately and fairly reflect the cost of funding LIBOR Market Index Swingline Loans, the Swingline Lender shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and thereafter the right to request LIBOR Market Index Swingline Loans shall be suspended until such time as the conditions giving rise to such notice shall no longer exist. In the event LIBOR Market Index Swingline Loans are not available on account of operation of this Section, the Swingline Lender will endeavor to provide an alternative index or reference rate which will provide a similar interest rate based on historical data. (Ab) LAWS AFFECTING LIBOR RATE AVAILABILITY. Notwithstanding any other provision herein, if the making or continuation adoption of or conversion any change in any law, treaty, rule or regulation or final, non-appealable determination of any Loan to an arbitrator or a LIBOR Loan has been made impracticable court or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any other governmental authority charged with or in the interpretation or administration application thereof occurring after the Closing Date shall make it unlawful for any Lender to make or with any request or directive of any such governmental authoritymaintain LIBOR Loans as contemplated by this Credit Agreement, whether or not having the force of law (in any such case, a "Legal Impediment"); or (B) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) such Lender shall promptly give written notice of such circumstances to the date that Borrower and the LIBOR Rate is to Agent (which notice shall be setwithdrawn whenever such circumstances no longer exist), (ii) the commencement date commitment of the applicable Interest Period such Lender hereunder to make LIBOR Loans, continue LIBOR Loans as such and convert a Base Rate Loan to LIBOR Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or maintain LIBOR Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a LIBOR Loan is requested and (iii) such Lender's Revolving Loans then outstanding as LIBOR Loans, if any, shall be converted automatically to Base Rate Loans on the occurrence respective last days of the applicable event, and the then current Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise Periods with respect to such notice no longer applyRevolving Loans or within such earlier period as required by law. Until the Bank notifies the Company that the circumstances giving rise to If any such notice no longer apply, the obligation of the Bank to allow selection by the Company conversion of a LIBOR Loan (during occurs on a day which is not the occurrence last day of such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Companythen current Interest Period with respect thereto, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company Borrower shall pay all to such Breakage Costs Lender such amounts, if any, as may be required pursuant to the Bank promptly upon its demand therefor for its accountSection 3.5(c).

Changed Circumstances. In (a) The Agent may give the event Lead Borrower notice that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) on any day on which the Eurodollar rate would otherwise be set, that by reason of changes arising after the date of this Agreement affecting the principal market in Eurodollars in which Fleet National Bank participates, adequate and fair means do not exist for ascertaining the LIBOR Base, such rate; or (ii) at any time the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or The continuation of of, or conversion of any Revolving Credit Loan to to, a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2) compliance by the Bank Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) The indices on which the LIBOR Rate interest rates for Eurodollar Loans are based shall no longer represent the effective cost to the Bank Agent or any Tranche A Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or. (Cb) In the event that U.S. dollar deposits the Agent gives the Lead Borrower notice of an occurrence described in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; Section 2.20(a), then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company Lead Borrower that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the : (i) The obligation of the Bank Agent and of each Tranche A Lender to allow selection make Eurodollar Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Lead Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at . (ii) Any notice which the time the Bank so notifies the Company, the Company has previously Lead Borrower shall have given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Agent with respect to one or more Affected Loans but such any Eurodollar Loan, the time for action with respect to which has not occurred prior to the Agent's having given notice pursuant to Section 2.20(a), shall be deemed at the option of the Agent not to have been given. (iii) Subject to the provisions of Section 2.9(e), the Lead Borrower may (and, with respect to any event described in Section 2.20(a)(ii), shall) (A) cancel the relevant borrowing or conversion has not yet gone into effect, notice on the same date the Lead Borrower was notified of such notification shall be deemed event; and (B) prepay or cause to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, prepaid any then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountaffected Eurodollar Loans.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Eurodollar Rate would otherwise be set the set, Bank of Boston shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair reasonable means do not exist for ascertaining the LIBOR BaseEurodollar Rate, or (ii) at any time the Bank Majority Lenders shall notify the Agent that they have reasonably determined in good faith (which determination shall be final and conclusive) that:that the Eurodollar Rate shall no longer represent the effective cost to the Majority Lenders of making or maintaining Eurodollar Advances to be made by them, or (Aiii) any Lender shall notify the Agent that it has determined in good faith (which determination shall be final and conclusive) that the making or continuation of or conversion of any Loan Advance of such Lender to a LIBOR Loan Eurodollar Advance has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market or (2B) compliance by the Bank such Lender in good faith with any applicable law or governmental regulation, guideline or order Applicable Law or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one Borrower thereof and: (1A) day prior to (i) Until the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company Borrower that the circumstances giving rise to such any notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise given pursuant to such notice SECTION 3.10(A) no longer apply, the obligation of the Bank Lenders to allow selection by the Company Borrower of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Eurodollar Advances shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Agent a Notice of Borrowing or a Notice of Conversion or Continuation or Conversion with respect to one or more Affected Loans Borrowings to be made as or to be converted into or continued as Borrowings comprised of Eurodollar Advances (each, a "Pending Borrowing") but such borrowing or conversion has Pending Borrowings have not yet gone into effectbeen so made, converted or continued, each such notification Notice shall be deemed to be void an election by the Borrower of Borrowings comprised of Base Rate Advances. (B) On such date as is specified in any notice to the Borrower from the Agent pursuant to SECTION 3.10(A) (which date shall not be earlier than the date such notice is given), the Borrower shall prepay the outstanding principal amount of all Eurodollar Advances, together with interest thereon and any amount required to be paid pursuant to SECTION 3.11, or convert all such outstanding Eurodollar Advances into Base Rate Advances by giving a Notice of Conversion or Continuation pursuant to SECTION 3.7(B). (b) In case of any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Lender (other than such requirements as are already provided for in SECTION 3.1(B)(II)), or (iii) imposes upon any Lender any other condition with respect to its performance under this Agreement, and the Company may only borrow result of any of the foregoing is to increase the cost to such Lender, reduce the income receivable by such Lender or convert impose any expense upon such Lender with respect to any Advances, such Lender shall notify the Agent and the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by such Lender of a statement of the amount and setting forth such Lender's calculation thereof, which statement shall be deemed true and correct absent manifest error, PROVIDED, that no Lender shall be entitled to charge nor shall the Borrower be obligated to pay any such amount relating to a Prime Rate Loan. period more than 90 days prior to the date on which such statement is presented. (c) If any Lender determines that (i) the adoption of or change in, in each case after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change after the date hereof in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (ii) compliance by such Lender with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law) promulgated after the date hereof, has the effect of reducing the return on such Lender's capital as a result consequence of its Commitment to make Advances hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's then- existing policies with respect to capital adequacy and assuming the full utilization of such Lender's capital) by any amount deemed by such Lender to be material, then such Lender shall notify the Agent and the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction of capital as and when such reduction is determined, upon presentation by such Lender of a Legal Impedimentstatement of the amount and setting forth such Lender's calculation thereof, which statement shall be deemed true and correct absent manifest error, PROVIDED, that no Lender shall be entitled to charge nor shall the Bank shall incur Breakage Costs in converting from Borrower be required to pay any such amount relating to a LIBOR Loan, then the Company shall pay all such Breakage Costs period more than 90 days prior to the Bank promptly upon its demand therefor for its accountdate on which such statement is presented. In determining such amount, a Lender may use any reasonable averaging and attribution methods.

Changed Circumstances. (a) In the event that: (i) on any date on which the Adjusted LIBOR Rate would otherwise be set the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate, as the case may be, or (ii) at any time the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of of, or conversion of any Loan to to, a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the London interbank market or (2) compliance by the Administrative Agent or any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the Adjusted LIBOR Rate shall no longer represent the effective cost to the any Bank for United States dollar deposits in the London interbank market for deposits in which it regularly participates; ormarket; (Ca) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as herein called "Affected LoansAFFECTED LOANS") shall be suspended. If at the time the Bank Administrative Agent so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Administrative Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Company Borrower may only borrow Loans of a non-affected type by giving a substitute Notice of Borrowing or convert Conversion pursuant to Section 2.4. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.15, and may borrow a Prime Rate LoanLoan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.4 hereof. If The provisions of this Section 2.10(a) shall be applied to the Borrower so as a not to discriminate against the Borrower vis-a-vis other customers of the applicable Bank. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Administrative Agent or any Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Administrative Agent or such Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Administrative Agent or any Bank (other than such requirements as are already included in the determination of the Adjusted LIBOR Rate), or (iii) imposes upon the Administrative Agent or any Bank any other condition with respect to its performance under this Agreement or any other Loan Document, and the result of a Legal Impedimentany of the foregoing is to increase the cost to the Administrative Agent or such Bank, reduce the income receivable by the Administrative Agent or such Bank or impose any expense upon the Administrative Agent or such Bank with respect to any Loans or any payments made under or with respect to the Letters of Credit, the Bank Administrative Agent shall incur Breakage Costs in converting from a LIBOR Loan, then promptly notify the Company shall Borrower thereof. The Borrower agrees to pay all such Breakage Costs to the Administrative Agent or such Bank promptly the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by the Administrative Agent or such Bank of a written statement of such amount and setting forth in reasonable detail the Administrative Agent's or such Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error. The provisions of this Section 2.10(b) shall be applied to the Borrower so as not to discriminate against the Borrower vis-a-vis other customers of the applicable Bank.

Changed Circumstances. In the event that: : (ia) on any date day on which the rate for a LIBOR Rate Loan would otherwise other wise be set set, the Bank Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or such rate; or (iib) at any time the Bank Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2B) compliance by the Bank Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or or (Bii) the indices on which the interest rates for LIBOR Rate Loan shall no longer represent the effective cost to the Bank Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Lender shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyLead Borrower thereof. Until the Bank Lender notifies the Company Lead Borrower that the circumstances giving rise to such notice no longer apply, the obligation obli- gation of the Bank Lender to allow selection make LIBOR Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Lead Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at the time the Bank Lender so notifies the CompanyLead Borrower, the Company Lead Borrower has previously given the Bank Lender a Renewal/Conversion Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans LIBOR Loans, but such borrowing or conversion has Revolving Credit Loans have not yet gone into effect, such notification notifi cation shall be deemed to be void and the Company Lead Borrower may only borrow or convert to Revolving Credit Loans which are Base Margin Loans by giving a Prime Rate Loansub stitute Renewal/Conversion Notice. If as a result Upon the expiration of a Legal Impedimentthe Interest Period for any LIBOR Loan which is outstanding on the date of such notification, the Bank amount of such LIBOR Loan shall incur Breakage Costs in converting from thereafter constitute a LIBOR Base Margin Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.

Changed Circumstances. a) In the event that: (i1) on any date on which the Adjusted LIBOR Rate would otherwise be set the Bank BANK shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate, or (ii2) at any time the Bank BANK shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Aa) the making or continuation of or conversion of any the Loan to as a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Bank BANK in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bb) the Adjusted LIBOR Rate shall no longer represent the effective cost to the Bank BANK for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank BANK shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBORROWER thereof. Until the Bank BANK notifies the Company BORROWER that the circumstances giving rise to such notice no longer apply, the obligation of the Bank BANK to allow selection by the Company BORROWER of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Loans shall be suspended. If at the time the Bank BANK so notifies the CompanyBORROWER, the Company BORROWER has previously given the Bank BANK a Notice of Borrowing or a Notice and/or Selection of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.Interest Period with

Changed Circumstances. In the event that: (i) on any date on which the LIBOR Adjusted Eurodollar Rate or the Canadian Eurodollar Rate would otherwise be set set, the Bank Agent or the Canadian Bank, as applicable, shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate or the Canadian Eurodollar Rate, as the case may be, or (ii) at any time the Bank Agent or the Canadian Bank, as applicable, shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of of, or conversion of any Revolving Loan to to, a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1l) the occurrence of a contingency that materially and adversely affects the interbank market Interbank Eurodollar Market or (2) compliance by the Agent or any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Adjusted Eurodollar Rate or Canadian Eurodollar Rate shall no longer represent the effective cost to the any U.S. Bank for United States dollar deposits deposits, or to the Canadian Bank for Canadian dollar deposits, as applicable, in the interbank market for deposits Interbank Eurodollar Market in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank Agent or the Canadian Bank, as applicable, shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period U.S. or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyCanadian Borrower thereof. Until the Bank Agent or the Canadian Bank, as applicable, notifies the Company such Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the each Bank to allow selection by the Company Borrower of a LIBOR the Eurodollar Loan affected by the contingencies described in this Section 2B.7 (during the occurrence of such circumstances, referred to as herein called "Affected Loans") shall be suspended. If at the time the Bank Agent or the Canadian Bank, as applicable, so notifies the Companysuch Borrower, the Company such Borrower has previously given the Agent or the Canadian Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Affected Loans have not yet gone into effect, such notification shall be deemed to be void and the Company such Borrower may only borrow or convert to a Prime Rate Loan. If as a result Revolving Loans of a Legal Impedimentnon-affected type by giving a substitute Notice of Borrowing or Conversion pursuant to Section 2B.1. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) such Borrower shall, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2B.8, and may borrow a Base Rate Loan in accordance with Section 2.1 hereof, as applicable, by giving a Notice of Borrowing or Conversion pursuant to Section 2B.1 hereof. Notwithstanding the foregoing, to the extent reasonably possible, each Bank promptly upon will designate an alternate office with respect to its demand therefor for its accountadvances of Eurodollar Loans as may be reasonably required to reduce any liability of any Borrower to such Bank under Sections 2B.7, 2B.10 or 2B.11, so long as such designation is not disadvantageous to such Bank in any way.

Changed Circumstances. In (a) If the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any governmental authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make LIBOR Loans or to fund or maintain LIBOR Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select LIBOR Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all LIBOR Loans then outstanding and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all LIBOR Loans then outstanding into Base Rate Loans; provided, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to a such LIBOR Loan has been made impracticable or unlawful by (1) Loans, the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with Borrowers shall also pay any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); oramount due pursuant to Section 4.10. (Bb) If the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; thenAdministrative Agent shall, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) Business Day before the date that of any requested Borrowing or the LIBOR Rate is effective date of any conversion or continuation of an existing Loan to be set, (ii) the commencement date of the applicable Interest Period made or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of continued as or converted into a LIBOR Loan (during the occurrence of each such circumstances, referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of requested Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed made and Loan to be void and converted or continued, a "Pending Loan"), notify the Company may only borrow Borrowers that the LIBOR will not adequately reflect the cost to the Lenders of making or convert to a Prime Rate Loan. If funding such Pending Loan as a result LIBOR Loan or that LIBOR is not determinable from any interest rate reporting service of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loanrecognized standing, then the Company right of the Borrowers to select a LIBOR Loan for such Pending Loan, any subsequent Loan or in connection with any subsequent conversion or continuation of any Loan shall pay all be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such Breakage Costs suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to the Bank promptly upon its demand therefor for its accountbe made, continued or converted shall be made or continued as or converted into a Base Rate Loan.

Changed Circumstances. In the event that: (ia) on any date on which the Applicable LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseRate, as applicable; or (iib) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market market, or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the London interbank market market, as applicable for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrower thereof. Until the Bank Agent notifies the Company Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders and the Agent to allow selection election by the Company Borrower of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Pricing Option shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Continuation/Conversion with respect to one or more Affected Loans a LIBOR Pricing Option, but such borrowing or conversion the LIBOR Pricing Option requested therein has not yet gone into effect, such notification Notice of Continuation/Conversion shall automatically be deemed to be void withdrawn and be of no force or effect. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the LIBOR Pricing Option with respect to all LIBOR Rate Loans shall be terminated and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company Borrower shall pay all interest due on such Breakage Costs LIBOR Rate Loans and any amounts required to the Bank promptly upon its demand therefor for its accountbe paid pursuant to Section 4.7.

Changed Circumstances. In the event that: (i) on If, after the date hereof, the introduction of, or any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Basechange in, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or in the interpretation or change administration thereof by any governmental authority authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by Bank with any request or directive of any such governmental authority, (whether or not having the force of law law) of such governmental authority, central bank or comparable agency: 1. shall subject Bank to any tax, duty or other charge with respect to this Note or shall change the basis of taxation of payments to Bank of the principal of or interest on this Note or any other amounts due in respect thereof (except for changes in the rate of tax on the overall net income of Bank imposed by any such case, a "Legal Impediment"governmental authority); or 2. shall impose, modify or deem applicable any reserve (B) including, without limitation, any reserve imposed by the LIBOR Rate Federal Reserve Board), special deposit or similar requirement against assets of the Bank, deposits with or for the account of Bank, or credit extended by Bank, or shall no longer represent impose on Bank or the effective foreign exchange and interbank markets any other condition affecting the Note; and the result of any of the foregoing is to increase the cost to Bank of maintaining any LIBOR-Based Rate or; to reduce the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodsum received or receivable by Bank under this Note in respect of interest at the LIBOR-Based Rate; then, and in any such event, then the Bank shall forthwith so promptly notify Borrower of such fact and demand compensation therefor and, within fifteen (15) days after such notice by Bank, Borrower agrees to pay to Bank such additional amount or amounts as will compensate Bank for such increased cost or reduction. Bank will promptly notify Borrower of any event of which it has knowledge which will entitle Bank to compensation pursuant to this Subparagraph 2.4 (j); provided, however, that Bank shall incur no liability whatsoever to Borrower in the Company event it fails to do so. The amount of such compensation shall be determined, by facsimile notice at least one (1) day prior the Bank, as the amount actually incurred by the Bank as a result of the foregoing. Bank's calculations of any such loss or expense shall be furnished to (i) the date that the LIBOR Rate is to Borrower and shall be set, prima evidence thereof. (ii) If, at any time, Bank shall determine in good faith that, by reason of circumstances affecting the commencement date of foreign exchange and interbank markets generally, deposits in Dollars or Optional Currency in the applicable Interest Period or (iii) the occurrence of the applicable eventamounts are not being offered to Bank, and the Interest Rate then Bank shall become the Prime Rate and shall remain the Prime Rate promptly give notice thereof to Borrower. Thereafter, until the Bank determines and so notifies the Company Borrower that the such circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer applyexist, the obligation of the Bank to allow selection by make the Company of a LIBOR Loan (during the occurrence of such circumstances, referred LIBOR-Based Rate available to as "Affected Loans") Borrower shall be suspended, and Borrower shall subject to the following sentence hereof, repay in full the then outstanding principal amount of each portion of an Optional Currency Advance together with accrued interest thereon or in the case of a Dollar Advance bearing interest at a LIBOR Rate repay the Loan in full, together with interest accrued therein and amounts owed under Section 2.4(i), or convert such LIBOR-Based Rate to a Prime-Based Rate in the case of a Dollar Advance. If at Notwithstanding the time foregoing, in the event that the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect determines that Optional Currency is not available to one or more Affected Loans but such borrowing or conversion has not yet gone into effect, such notification shall be deemed to be void and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impedimentit, the Bank will make a good faith effort to convert any outstanding Optional Currency Advance to a Dollar Advance, and the Borrower shall incur Breakage Costs be responsible for paying all costs or expenses arising from such conversion, including those set forth in converting from Section 2.4(i) hereof. (iii) If, after the date hereof, the introduction of, or any change in, any applicable law or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, shall make it unlawful or impossible for Bank to honor its obligations hereunder to make or maintain any LIBOR-Based Rate or make an Optional Currency Advance, Bank shall promptly give notice thereof to Borrower. Thereafter, until Bank notifies Borrower that such circumstances no longer exists, (A) the obligations of Bank to make available the LIBOR-Based Rate or Optional Currency Advances and the right of Borrower to convert any rate to a LIBOR LoanLIBOR-Based Rate or receive Optional Currency Advances shall be suspended, then and (B) if Bank may not lawfully continue to maintain a LIBOR-Based Rate or extend Optional Currency Advances, as the Company shall pay all such Breakage Costs case may be, to the end of the then current Interest Period applicable thereto, the applicable LIBOR-Based Rate in the case of a Dollar Advance shall immediately be converted to a Prime-Based Rate for the remainder of such Interest Period, and the Loan shall, subject to the following sentence hereof, be immediately due in the event of an Optional Currency Advance. Notwithstanding the foregoing, in the event that the Bank promptly upon its demand therefor determines that Optional Currency is not available to it, the Bank will make a good faith effort to convert any outstanding Optional Currency Advance to a Dollar Advance, and the Borrower shall be responsible for its accountpaying all costs or expenses arising from such conversion, including those set forth in Section 2.4(i) hereof. (iv) The provisions of Sections 2.4 (i) and (j) shall similarly inure to the benefit to any party to whom the Lender sells an interest, or participates on interest herein, as authorized pursuant to Section 8.9 hereof.

Changed Circumstances. In the event that: (ia) on any date on which the Applicable LIBOR Rate would otherwise be set the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseRate, as applicable; or (iib) at any time the Bank Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market market, or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, Governmental Authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the London interbank market market, as applicable for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Administrative Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrower thereof. Until the Bank Administrative Agent notifies the Company Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders and the Administrative Agent to allow selection election by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Pricing Option shall be suspended. If at the time the Bank Administrative Agent so notifies the CompanyBorrowers, the Company has Borrowers have previously given the Bank Administrative Agent a Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a LIBOR Pricing Option, but such borrowing or conversion the LIBOR Pricing Option requested therein has not yet gone into effect, such notification Pricing Notice shall automatically be deemed to be void withdrawn and be of no force or effect. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the LIBOR Pricing Option with respect to all LIBOR Rate Loans shall be terminated and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal ImpedimentBorrowers, the Bank shall incur Breakage Costs in converting from a LIBOR Loanjointly and severally, then the Company shall pay all interest due on such Breakage Costs LIBOR Rate Loans and any amounts required to the Bank promptly upon its demand therefor for its accountbe paid pursuant to Section 4.6.

Changed Circumstances. In (a) The Agent may give the event thatBorrower notice of the occurrence of the following: (i) on any date on which the LIBOR Rate would otherwise be set the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be set, that adequate and fair means do not exist for ascertaining the LIBOR Base, orsuch rate. (ii) at any time the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or The continuation of or conversion of any Revolving Credit Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2) compliance by the Bank Agent or any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or. (B) The indices on which the LIBOR Rate interest rates for Eurodollar Loans are based shall no longer represent the effective cost to the Bank Agent or any Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or. (Cb) In the event that U.S. dollar deposits the Agent gives the Borrower notice of an occurrence described in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; Section 2-21(a), then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company Borrower that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the : (i) The obligation of the Bank Agent and of each Lender to allow selection make Eurodollar Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at . (ii) Any notice which the time the Bank so notifies the Company, the Company has previously Borrower had given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Agent with respect to one or more Affected Loans but such borrowing or conversion any Eurodollar Loan, the time for action with respect to which has not yet gone into effectoccurred prior to the Agent's having given notice pursuant to Section 2-21(a), such notification shall be deemed to be void a request for a Base Margin Loan. (c) Notwithstanding the foregoing, each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different lending office if the Company may only borrow making of such designation would allow the Lender or convert its lending office to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs continue to the Bank promptly upon its demand therefor for its accountmake Eurodollar Loans.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Adjusted Eurocurrency Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate, or (ii) at any time the Agent or any Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurocurrency Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank Eurocurrency market for Dollar or Alternative Currency deposits or (2) compliance by the any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Adjusted Eurocurrency Rate shall no longer represent the effective cost to the any Bank for United States U.S. dollar deposits in the interbank market for Dollar or Alternative Currency deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds the case of Eurocurrency Loans denominated in an amount approximately equal Alternative Currency, the relevant Alternative Currency is not available in the relevant amounts or for the relevant periods, or that due to the outstanding principal balance of the Line of Credit are not readily available national or international financial, political or economic conditions or exchange controls any Bank is no longer willing to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodmake, fund or maintain its Eurocurrency Loans to be made in such Alternative Currency; then, and in any such event, any affected Bank shall endeavor to designate a different Lending Office for the type of Loan affected by the circumstances described in this Section 2.9(a) (herein called "AFFECTED LOANS") if such designation will avoid the contingencies described in this Section 2.9(a) and will not, in the sole opinion of the affected Bank, be disadvantageous to the affected Bank. If the affected Bank is not able to so designate an alternative Lending Office, the Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) and each Borrowing Subsidiary thereof. Until the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company and each Borrowing Subsidiary that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Banks to allow selection by the Company or any Borrowing Subsidiary of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Loans shall be suspended. If at the time the Bank Agent so notifies the CompanyCompany and each Borrowing Subsidiary, the Company or a Borrowing Subsidiary has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Company or such Borrowing Subsidiary may only borrow Loans of a non-affected type by giving a substitute Notice of Borrowing or convert Conversion pursuant to Section 2.3 hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Company or applicable Borrowing Subsidiary shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.14, and may borrow a Prime Rate LoanLoan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Company or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of a Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Bank (other than such requirements as are already included in the determination of the Adjusted Eurocurrency Rate), or (iii) imposes upon any Bank any other condition with respect to its performance under this Agreement, and the result of any of the foregoing is to increase the cost to such Bank, reduce the income receivable by such Bank or impose any expense upon such Bank with respect to any Loans, such Bank shall endeavor to designate a different Lending Office for such Loans if such designation will avoid the need for, or reduce the amount of, such cost or reduction and will not, in the sole opinion of such Bank, be disadvantageous to such Bank. If such Bank is not able to so designate an alternative Lending Office, such Bank shall forthwith notify the Company thereof. The Company agrees to pay to any Bank the amount of such increase in cost, reduction in income or additional expense as a result and when such cost, reduction or expense is incurred or determined, upon presentation by such Bank of a Legal Impedimentstatement in the amount and setting forth such Bank's calculation thereof, the Bank which statement shall incur Breakage Costs in converting from a LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountbe deemed true and correct absent manifest error.

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Adjusted Eurodollar Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseInterbank Offered Rate, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Adjusted Eurodollar Rate shall no longer represent the effective cost to the Bank for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or; (Ca) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as herein called "Affected LoansAFFECTED LOANS") shall be suspended. If at the time the Bank so notifies the CompanyBorrower, the Company Borrower has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Loan Request with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification Loan Request shall be deemed to be void and the Company Borrower may only borrow Loans of a non-affected type by delivering a substitute Loan Request pursuant to Section 2.2(a) hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.12, and may borrow a Loan of another type in accordance with Section 2.1 hereof by delivering a substitute Loan Request pursuant to Section 2.2(a) hereof. (b) In case any change in law, regulation, treaty or convert official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Bank to a Prime Rate Loanany tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Bank (other than such requirements as are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon the Bank any other condition with respect to its performance under this Agreement. If as a and the result of a Legal Impedimentany of the foregoing is to increase the cost to the Bank, reduce the income receivable by the Bank or impose any expense upon the Bank with respect to any Loans, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then notify the Company shall Borrower thereof. The Borrower agrees to pay all such Breakage Costs to the Bank promptly the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon its demand therefor for its accountpresentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error.

Changed Circumstances. In (i) The Lender may give the event thatBorrower notice of the occurrence of the following: (iA) on any date on which the LIBOR Rate would otherwise be set the Bank The Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be set, that adequate and fair means do not exist for ascertaining the LIBOR Base, orsuch rate. (iiB) at any time the Bank The Lender shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A1) the making or The continuation of or conversion of any Revolving Credit Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank applicable market or (2) compliance by the Bank Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or. (B2) The indices on which the LIBOR Rate interest rates for Eurodollar Loans are based shall no longer represent the effective cost to the Bank Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or. (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) In the commencement date event that the Lender gives the Borrower notice of the applicable Interest Period or (iii) the an occurrence of the applicable eventdescribed in Section 2-21(a), and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate then, until the Bank determines and so Lender notifies the Company Borrower that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the : (A) The obligation of the Bank Lender to allow selection make Eurodollar Loans of the type affected by such changed circumstances or to permit the Company of a LIBOR Loan (during Borrower to select the occurrence of such circumstances, referred affected interest rate as otherwise applicable to as "Affected Loans") any Revolving Credit Loans shall be suspended. If at . (B) Any notice which the time the Bank so notifies the Company, the Company has previously Borrower had given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Lender with respect to one or more Affected Loans but such borrowing or conversion any Eurodollar Loan, the time for action with respect to which has not yet gone into effectoccurred prior to the Lender’s having given notice pursuant to Section 2-21(a), such notification shall be deemed to be void and the Company may only borrow or convert to a Prime request for a Base Rate Loan. If as a result of a Legal Impediment. (iii) Notwithstanding the foregoing, the Bank shall incur Breakage Costs Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in converting from its reasonable discretion, in any legal, economic or regulatory manner) to designate a LIBOR Loan, then different lending office if the Company shall pay all making of such Breakage Costs designation would allow the Lender or its lending office to the Bank promptly upon its demand therefor for its accountcontinue to make Eurodollar Loans.

Changed Circumstances. In the event that: (ia) on any date on which the Applicable LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which good faith determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseRate, as applicable; or (iib) at any time the Bank Agent shall have reasonably determined in good faith (which good faith determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market market, or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, Governmental Authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits Lenders of obtaining the relevant currency in the London interbank market market, as applicable for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) Borrowers thereof. Until the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company Borrowers that the circumstances giving rise to such notice no longer apply. Until apply (which notice the Bank notifies Agent agrees to give at or about the Company same time that the circumstances giving rise it gives similar notices to such notice no longer applyits customers similarly situated), the obligation of the Bank Lenders and the Agent to allow selection election by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Pricing Option shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrowers, the Company has Borrowers have previously given the Bank Agent a Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a LIBOR Pricing Option, but such borrowing or conversion the LIBOR Pricing Option requested therein has not yet gone into effect, such notification Pricing Notice shall automatically be deemed to be void withdrawn and be of no force or effect. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the LIBOR Pricing Option with respect to all LIBOR Rate Loans shall be terminated and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company Borrowers shall pay all interest due on such Breakage Costs LIBOR Rate Loans and any amounts required to be paid pursuant to Section 4.3 (except in the Bank promptly upon its demand therefor for its accountcase of the termination of LIBOR Loans pursuant to Section 2.16(b)(ii) in which case such LIBOR Loans shall continue until the end of the applicable Interest Period).

Changed Circumstances. (a) In the event that: (i) on any date on which the LIBOR Adjusted Eurodollar Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseLondon Interbank Offered Rate, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the London interbank Eurodollar market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the LIBOR Adjusted Eurodollar Rate shall no longer represent the effective cost to the Bank for United States U.S. dollar deposits in the London interbank market for deposits in which it regularly participates; ormarket; (Ca) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as herein called "Affected LoansAFFECTED LOANS") shall be suspended. If at the time the Bank so notifies the Companyeach Borrower, the Company a Borrower has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion Loan Request with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification Loan Request shall be deemed to be void and, if the Bank in its discretion continues to be willing to lend to such Borrower, such Borrower may borrow Loans of a non-affected type by delivering a substitute Loan Request pursuant to Section 2.2(a) hereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) each Borrower shall, with respect to the outstanding Affected Loans made to it, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.10, and may borrow Loans of another type in accordance with Section 2.1 hereof by delivering substitute Loan Requests pursuant to Section 2.2(a) hereof. (b) In case any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by any Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Bank (other than such requirements as are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon the Bank any other condition with respect to its performance under this Agreement, and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impedimentany of the foregoing is to increase the cost to the Bank, reduce the income receivable by the Bank or impose any expense upon the Bank with respect to any Loans, the Bank shall incur Breakage Costs in converting from a LIBOR Loannotify each Borrower thereof. To the extent such cost, then reduction or expense is attributable to any specific Loan or Loans, the Company shall applicable Borrower(s) agree(s) to pay all such Breakage Costs to the Bank promptly the amount of such increase in cost, reduction in income or additional expense attributable to such Loan or Loans as and when such cost, reduction or expense is incurred or determined, upon its demand therefor presentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error. To the extent such cost, reduction or expense is not so attributable to any Loan or Loans, each Borrower, for itself or on behalf of the Portfolios, as applicable, agrees to pay to the Bank, in the proportion that the average amount of Loans outstanding made to such Borrower for its accountown account or for the account of each Portfolio during the preceding 12-month period (or such shorter period that this Agreement shall have been effective) bears to the average amount of all Loans outstanding to all Borrowers during such period (or, if no Loans shall have been outstanding, 10% of such amount), the amount of such increase in cost, reduction in income or additional expense, determined and paid as aforesaid.

Changed Circumstances. In the event that: (ia) on any date on which the Applicable LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which good faith determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseRate, as applicable; or (iib) at any time the Bank Agent shall have reasonably determined in good faith (which good faith determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market market, or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits Lenders of obtaining the relevant currency in the London interbank market market, as applicable for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrowers thereof. Until the Bank Agent notifies the Company Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders and the Agent to allow selection election by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Pricing Option shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrowers, the Company has Borrowers have previously given the Bank Agent a Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a LIBOR Pricing Option, but such borrowing or conversion the LIBOR Pricing Option requested therein has not yet gone into effect, such notification Pricing Notice shall automatically be deemed to be void withdrawn and be of no force or effect. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the LIBOR Pricing Option with respect to all LIBOR Rate Loans shall be terminated and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company Borrowers shall pay all interest due on such Breakage Costs LIBOR Rate Loans and any amounts required to be paid pursuant to Section 4.3 (except in the Bank promptly upon its demand therefor for its accountcase of the termination of LIBOR Loans pursuant to Section 2.16(b)(ii) in which case such LIBOR Loans shall continue until the end of the applicable Interest Period).

Changed Circumstances. In the event that: (ia) on any date on which the Applicable LIBOR Rate would otherwise be set the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR BaseRate, as applicable; or (iib) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market market, or (2B) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the London interbank market market, as applicable for deposits in which it they regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Periodparticipate; then, and in any such event, the Bank Agent shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applyBorrower thereof. Until the Bank Agent notifies the Company Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Bank Lenders and the Agent to allow selection election by the Company Borrower of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Pricing Option shall be suspended. If at the time the Bank Agent so notifies the CompanyBorrower, the Company Borrower has previously given the Bank Agent a Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a LIBOR Pricing Option, but such borrowing or conversion the LIBOR Pricing Option requested therein has not yet gone into effect, such notification Pricing Notice shall automatically be deemed to be void withdrawn and be of no force or effect. Upon such date as shall be specified in such notice given by the Agent (which shall not be earlier than the date such notice is given), the LIBOR Pricing Option with respect to all LIBOR Rate Loans shall be terminated and the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal Impediment, the Bank shall incur Breakage Costs in converting from a LIBOR Loan, then the Company Borrower shall pay all interest due on such Breakage Costs LIBOR Rate Loans and any amounts required to the Bank promptly upon its demand therefor for its accountbe paid pursuant to Section 4.6.

Changed Circumstances. In the event that: (ia) on any date on which the LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, or (ii) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan If prior to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank market or (2) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, whether or not having the force of law (in any such case, a "Legal Impediment"); or (B) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States dollar deposits in the interbank market for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to : (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or the Eurocurrency Rate for any applicable Currency for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that Adjusted Term SOFR or the Eurocurrency Rate for any applicable Currency determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) any EurodollarSOFR Loans or Multicurrency Loans, as the case may be, in the affected Currency requested to be made on the first day of such Interest Period shall be made as ABR Loans (in the case of Multicurrency Loans, in an amount equal to the Dollar Equivalent of such requested Multicurrency Loans), provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such EurodollarSOFR Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) if the affected Currency is Dollars, any Loans that were to have been converted on the first day of such Interest Period to EurodollarSOFR Loans shall be continued as ABR Loans, (y) if the affected Currency is Dollars, any outstanding EurodollarSOFR Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans in the affected Currency to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further EurodollarSOFR Loans or Multicurrency Loans in the applicable affected Currency shall be made or continued as such, nor (if the affected Currency is Dollars) shall the Borrower have the right to convert ABR Loans to EurodollarSOFR Loans. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election with respect to any applicable then-current Benchmark, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with one or more Benchmark Replacements (it being understood that all amounts denominated in a given currency for which a Benchmark is being replaced shall be subject to the same Benchmark Replacement). Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the LIBOR Rate is Majority Lenders have delivered to be setthe Administrative Agent written notice that such Majority Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.6(b)(i) will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right (in consultation with the Borrower) to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party heretoto this Agreement or any other Loan Document. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the commencement date implementation of the applicable Interest Period or any Benchmark Replacement, (iii) the occurrence effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower of the applicable eventremoval or reinstatement of any tenor of a Benchmark pursuant to Section 3.6(b)(iv). Any determination, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company decision or election that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection may be made by the Company of a LIBOR Loan (during the occurrence of such circumstancesAdministrative Agent or Lenders pursuant to this Section 3.6(b), referred to as "Affected Loans") shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion including any determination with respect to one a tenor, rate or more Affected Loans but such borrowing adjustment or conversion has not yet gone into effectof the occurrence or non-occurrence of an event, such notification shall circumstance or date and any decision to take or refrain from taking any action or any selection, will be deemed conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from - 47 - any other party heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to be void and this Section 3.6(b). (iv) Notwithstanding anything to the Company may only borrow contrary herein or convert to a Prime Rate Loan. If as a result in any other Loan Document, at any time (including in connection with the implementation of a Legal ImpedimentBenchmark Replacement), (A) if any then-current Benchmark is a term rate (including the Bank shall incur Breakage Costs Term SOFR Reference Rate, EURIBOR, BBSY or CDOR) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in converting from its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmarx xxx xxxvided a LIBOR Loanpublic statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Company shall pay Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Breakage Costs time to the Bank promptly upon its demand therefor for its account.reinstate such previously removed tenor

Changed Circumstances. (a) In the event that: (i) on any date on which the Adjusted LIBOR Rate would otherwise be set set, the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the Adjusted LIBOR BaseRate, or (ii) at any time the Bank Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank Interbank LIBOR market or (2) compliance by the Bank any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (B) the Adjusted LIBOR Rate shall no longer represent the effective cost to the Bank Lenders for United States U.S. dollar deposits in the interbank LIBOR market for deposits in which it regularly participates; or; (Ca) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection by the Company of a LIBOR Loan (during the occurrence of such circumstances, referred to as herein called "Affected Loans") shall be suspended. If at the time the Bank Agent so notifies the Company, the Company has previously given the Bank Agent a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such borrowing or conversion has Loans have not yet gone into effect, such notification shall be deemed to be void and the Borrowers may borrow Loans of a non-affected type by giving a substitute Notice of Borrowing or Conversion Pursuant to Section 2.2 hereof. Upon such date as shall be specified in such notice from the Agent (which shall not be earlier than the date such notice is given) the Company shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.13, and may only borrow a Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or convert Conversion pursuant to a Prime Rate Loan. If Section 2.2 hereof. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Lender to any tax not in effect on the date hereof with respect to payments of principal or interest or any other amounts payable hereunder by the Company or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Lender (other than such requirements as a are already included in the determination of the Adjusted LIBOR Rate), or (iii) imposes upon any Lender any other condition with respect to its performance under this Agreement, and the result of a Legal Impedimentany of the foregoing is to increase the cost to such Lender, reduce the Bank income receivable by such Lender or impose any expense upon such Lender with respect to any outstanding LIBOR Loans, such Lender shall incur Breakage Costs in converting from a LIBOR Loan, then notify the Company thereof. The Borrowers, jointly and severally, agree to pay to such Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by such Lender of a statement in the amount and setting forth such Lender's calculation thereof, which statement shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its accountbe deemed true and correct absent manifest error.

Changed Circumstances. In the event that:: --------------------- (ia) on any date on which the Applicable LIBOR Rate would otherwise be set the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Base, Rate; or (iib) at any time the Bank shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (Ai) the making or continuation implementation of or conversion of any Loan to a LIBOR Loan Pricing Option has been made impracticable or unlawful by (1A) the occurrence of a contingency that materially and adversely affects the London interbank market market, or (2B) compliance by the Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or (Bii) the LIBOR Rate shall no longer represent the effective cost to the Bank for United States U.S. dollar deposits in the London interbank market market, as applicable for deposits in which it regularly participates; or (C) that U.S. dollar deposits in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so notifies the Company that the circumstances giving rise to such notice no longer applythereof. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the obligation of the Bank to allow selection election by the Company Borrowers of a LIBOR Loan (during the occurrence of such circumstances, referred to as "Affected Loans") Pricing Option shall be suspended. If at the time the Bank so notifies the Company, the Company has previously given the Bank a Pricing Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans a LIBOR Pricing Option, but such borrowing or conversion the LIBOR Pricing Option requested therein has not yet gone into effect, such notification Pricing Notice shall automatically be deemed to be void withdrawn and the Company may only borrow be of no force or convert to a Prime Rate Loaneffect. If circumstances described in clause (b)(i)(B) arise, then upon such date as a result of a Legal Impedimentshall be specified in such notice (which shall not be earlier than the date such notice is given), the Bank LIBOR Pricing Option with respect to any new requests for LIBOR Rate Loans shall incur Breakage Costs in converting from a be terminated, but any existing LIBOR Loan, then Rate Loans may continue to be maintained through the Company shall pay all such Breakage Costs to end of the Bank promptly upon its demand therefor for its accountapplicable Interest Period.

Changed Circumstances. In (a) The Agent may give the event thatBorrower notice of the occurrence of the following: (i) on any date on which the LIBOR Rate would otherwise be set the Bank The Agent shall have reasonably determined in good faith (on any day on which determination shall the rate for a LIBOR Loan would otherwise be final and conclusive) that set, that, by reason of changes affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided for in the definition of LIBOR Base, orOffer Rate. (ii) at any time the Bank The Agent shall have reasonably determined in good faith (which determination shall be final and conclusive) that: (A) the making or The continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency change in law occurring after the date of this Agreement that materially and adversely affects the interbank applicable market or (2) compliance by the Bank Agent or any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority, authority (whether or not having the force of law (in any such case, a "Legal Impediment"law); or. (B) The indices on which the interest rates for LIBOR Rate Loans are determined shall no longer represent the effective cost to the Bank Agent or any Lender for United States U.S. dollar deposits in the interbank market for deposits in which it regularly participates; or. (Cb) In the event that U.S. dollar deposits the Agent gives the Borrower notice of an occurrence described in immediately available funds in an amount approximately equal to the outstanding principal balance of the Line of Credit are not readily available to the Bank's Eurodollar Office for delivery on the first day of any Interest Period; Section 2-18(a), then, and in any such event, the Bank shall forthwith so notify the Company by facsimile notice at least one (1) day prior to (i) the date that the LIBOR Rate is to be set, (ii) the commencement date of the applicable Interest Period or (iii) the occurrence of the applicable event, and the Interest Rate shall become the Prime Rate and shall remain the Prime Rate until the Bank determines and so Agent notifies the Company Borrower that the circumstances giving rise to such notice no longer apply. Until the Bank notifies the Company that the circumstances giving rise to such notice no longer apply, the : (i) The obligation of the Bank Agent and of each Lender to allow selection make LIBOR Loans of the type affected by such changed circumstances or to permit the Company Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrower had given the Agent with respect to any LIBOR Loan, the time for action with respect to which has not occurred prior to the Agent's having given notice pursuant to Section 2-18(a), shall be deemed at the option of the Agent to not having been given and such loan shall be made or continued as, or converted into, as appropriate, a LIBOR Loan Base Margin Loan. (during iii) Subject to the provisions of Section 2-11, the Borrower may (and shall, with respect to the occurrence of such circumstancesany event described in Section ), referred to as "Affected Loans") shall be suspended. If at cancel the time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing or a Notice of Continuation or Conversion with respect to one or more Affected Loans but such relevant borrowing or conversion has not yet gone into effectnotice on the same date the Borrower was notified of such event, such notification shall be deemed to be void and or if the Company may only borrow or convert to a Prime Rate Loan. If as a result of a Legal ImpedimentLIBOR Loan is then outstanding, prepay the Bank shall incur Breakage Costs in converting from a affected LIBOR Loan, then the Company shall pay all such Breakage Costs to the Bank promptly upon its demand therefor for its account.