Common use of Euro-Rate Unascertainable; Impracticability Clause in Contracts

Euro-Rate Unascertainable; Impracticability. If (i) on any date on which a Euro-Rate would otherwise be set the Agent shall have in good faith determined (which determination shall be conclusive) that adequate and reasonable means do not exist for ascertaining such Euro-Rate; or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would apply, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) at any time any Bank shall have determined in good faith (which determination shall be conclusive absent manifest error) that the making, maintenance or funding by such Bank of any Euro-Rate Loan has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank or a Notional Euro Rate Funding Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any Official Body charged with the interpretation or administration thereof or with any request or directive of any such Official Body (whether or not having the force of law); then, and in any such event, such Bank or Banks shall forthwith so notify the Agent, and the Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks). Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) to allow the Borrower to select the Euro-Rate Option, shall be suspended until the Bank furnishing such notice shall have later notified the Agent of its determination in good faith (which determination shall be presumed correct) that the circumstances giving rise to such previous determination no longer exist. If a Bank notifies the Agent of a determination under subsection (iii) of this Section 2.05(e), any Euro Rate Loans covered by such notice which are then outstanding shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent by 12:00 o'clock Noon, Pittsburgh time, one Business Day prior to such date, the Borrower shall, at the option of the Agent, be deemed to have notified the Agent at such time pursuant to Section 2.05(a) to the effect that the Borrower requests the Banks to make AB Rate Loans to the Borrower on such date in an aggregate principal amount equal to the aggregate principal amount of the outstanding Loans covered by such notice. If, at the time the Agent or the Required Banks, as the case may be, make a determination under subsection 2.05(e) in respect of the Euro-Rate Option, the Borrower has previously notified the Agent that it wishes to select that Option in respect of a proposed Loans, but such Option has not yet gone into effect, such notification shall be deemed to provide for selection of the AB Rate Loan instead of a Euro Rate Loan.

Euro-Rate Unascertainable; Impracticability. If (i) on any date on which a Euro-Rate would otherwise be set the Agent shall have determined in good faith determined with respect to its borrowers generally (which determination shall be conclusiveconclusive absent manifest error) that that: (A) adequate and reasonable means do not exist for ascertaining such Euro-Rate, (B) a contingency has occurred which materially and adversely affects the interbank eurodollar market; or (C) the effective cost of funding a proposed Funding Segment of the Euro-Rate Portion from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Funding Segment, or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would apply, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) at any time any Bank Lender shall have determined in good faith , with respect to its borrowers generally, (which determination shall be conclusive absent manifest error) that the making, maintenance or funding by such Bank of any part of the Euro-Rate Loan Portion has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank Lender or a Notional Euro its Euro-Rate Funding Lending Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Official Body Governmental Authority (whether or not having the force of law); then, and in any such event, the Agent or such Bank or Banks Lender, as the case may be, may notify the Borrower of such determination (and any Lender giving such notice shall forthwith so notify the Agent, and the Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks). Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) ), the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) Lenders to allow the Borrower to select select, convert to or renew the Euro-Rate Option, Option shall be suspended until the Bank furnishing Agent or such notice Lender, as the case may be, shall have later notified the Agent Borrower (and any Lender giving such notice shall notify the Agent) of its the Agent's or such Lender's determination in good faith (which determination shall be presumed correctconclusive absent manifest error) that the circumstances circumstance giving rise to such previous determination no longer existexists. If a Bank any Lender notifies the Agent Borrower of a determination under subsection clause (iiiii) of this Section 2.05(e2.04(e), any Euro the Euro-Rate Portions of the Loans covered by of such Lender (the "Affected Lender") shall automatically be converted to the Base Rate Option as of the date specified in such notice which are then outstanding (and accrued interest thereon shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent by 12:00 o'clock Noon, Pittsburgh time, one Business Day prior to such date, the Borrower shall, at the option of the Agent, be deemed to have notified the Agent at such time pursuant to Section 2.05(a) to the effect that the Borrower requests the Banks to make AB Rate Loans to the Borrower on such date in an aggregate principal amount equal to the aggregate principal amount of the outstanding Loans covered by such notice). If, If at the time the Agent or the Required Banks, as the case may be, make a Lender makes a determination under subsection 2.05(eclause (i) in respect or (ii) of the Euro-Rate Option, this Section 2.04(e) the Borrower previously has previously notified the Agent that it wishes to select that select, convert to or renew the Euro-Rate Option in with respect of a to any proposed Loans, Loans but such Option has Loans have not yet gone into effectbeen made, such notification shall be deemed to provide for selection of, conversion to or renewal of the AB Base Rate Loan Option instead of the Euro-Rate Option with respect to such Loans or, in the case of a Euro Rate Loandetermination by a Lender, such Loans of such Lender.

Euro-Rate Unascertainable; Impracticability. If (i) on any date on which a Euro-Rate would otherwise be set either the Agent (in the case of A or B below) or any Bank (in the case of C below) shall have in good faith determined (which determination shall be conclusive) that that: (A) adequate and reasonable means do not exist for ascertaining such Euro-Rate; , (B) a contingency has occurred which materially and adversely affects the London interbank market, or (C) the effective cost to such Bank of funding a proposed Euro-Rate Loan from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Loan, or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would apply, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) at any time any Bank shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that the making, maintenance or funding by such Bank of any Euro-Rate Loan has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any an Official Body charged with the interpretation or administration thereof or with any request or directive of any such Official Body (whether or not having the force of law); then, and in any such event, such Bank or Banks shall forthwith so Bank, may notify the Agent, Agent and the Agent shall forthwith advise notify the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in Company of such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks)determination. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is givengiven to the Company) the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) to allow the Borrower Company to select the Euro-Euro- Rate Option, Option shall be suspended until the Bank furnishing such notice Agent shall have later notified the Agent Company of its determination in good faith such Bank's determination, (which determination shall be presumed correctconclusive) that the circumstances giving rise to such previous determination no longer exist. If a Bank the Agent notifies the Agent Company of a determination under subsection (iiiii) of this Section 2.05(e2.07(e), any Euro all Euro-Rate Loans covered by such notice which are then outstanding shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent Company by 12:00 o'clock Noonnoon, Pittsburgh time, one Business Day prior to on such specified date, the Borrower shall, at the option of the Agent, Company shall be deemed to have notified given the Agent notice at such time pursuant to Section 2.05(a2.04(a) hereof to the effect that the Borrower Company requests a Set of Loans hereunder at the Banks to make AB Base Rate Loans to the Borrower on such date Option in an aggregate principal amount equal to the aggregate principal amount of becoming due and payable pursuant to the outstanding Loans covered by such notice. If, preceding sentence If at the time the Agent or the Required Banks, as the case may be, make a Bank makes a determination under subsection 2.05(ethis Section 2.07(e) in respect of and the Euro-Rate Option, the Borrower Company has previously notified the Agent that it wishes the Banks to select that Option in respect make a Set of a proposed Loans, Euro-Rate Loans but such Option has Loans have not yet gone into effectbeen made, such notification shall be deemed to provide for selection request the making of Base Rate Loans instead of Euro- Rate Loans or the application of the AB Base Rate Loan Option instead of a Euro the Euro-Rate LoanOption, as the case may be.

Euro-Rate Unascertainable; Impracticability. If: ------------------------------------------- (i) on any date on which a Euro-Rate would otherwise be set the Administrative Agent shall have in good faith determined (which determination shall be conclusive) that adequate and reasonable means do not exist for ascertaining such Euro-Rate; or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that: (A) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (B) a contingency has occurred which materially and adversely affects the London interbank eurodollar market; (ii) at any time the Required Banks shall have notified the Administrative Agent that they have determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its a proposed Euro-Rate Loan to which such rate would apply, will from a Corresponding Source of Funds shall exceed the interest rate payable by the Borrower in respect thereof under this AgreementEuro-Rate applicable to such Loan; or (iii) at any time any Bank shall have notified the Administrative Agent that such Bank has determined in good faith (which determination shall be conclusive absent manifest error) that the making, maintenance or funding by such Bank of any Euro-Rate Loan has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such any Bank or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any Official Body charged with the interpretation or administration thereof or with any request or directive of any such Official Body (whether or not having the force of law); then, and in any such event, such Bank or Banks shall forthwith so notify the Agent, and the Administrative Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to notify the Borrower and the other Banks)Banks of such determination. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) to allow the Borrower to select the Euro-Rate OptionOption shall cease to apply, shall be suspended until the Bank furnishing such notice shall have later notified the Agent of its determination in good faith (which determination shall be presumed correct) that the circumstances giving rise to such previous determination no longer exist. If a Bank notifies the Agent of a determination under subsection (iii) of this Section 2.05(e), any Euro and all Euro-Rate Loans covered by such notice which are then outstanding shall be due and payable on the date specified in such noticepayable. Absent contrary notice from the Borrower to the Agent by 12:00 o'clock Noonnoon, Pittsburgh New York City time, one Business Day prior to on such date, the Borrower shall, at the option of the Agent, shall be deemed to have notified given the Administrative Agent notice pursuant to Section 2.4 at such time pursuant to Section 2.05(a) to the effect that the Borrower requests that the Banks to make AB Base Rate Loans to the Borrower on such date in an aggregate principal amount amounts equal to the aggregate principal amount of Loans becoming due and payable pursuant to the outstanding Loans covered by such noticepreceding sentence. If, If at the time the Administrative Agent or the Required Banks, as the case may be, make makes a determination under subsection 2.05(ethis Section 2.7(e) in respect of the Euro-Rate Option, the Borrower has previously notified the Administrative Agent that it wishes to select that the Euro-Rate Option in with respect of a to any proposed LoansLoan, but such Option Loan has not yet gone into effectbeen made, such notification shall be deemed to provide for selection of the AB Base Rate Loan Option instead of a Euro the Euro-Rate LoanOption.

Euro-Rate Unascertainable; Impracticability. If (i) on any date on which a Euro-Rate would otherwise be set the Agent Lender shall have determined in good faith determined (which determination shall be conclusive) that that: (A) adequate and reasonable means do not exist for ascertaining such Euro-Rate; , (B) a contingency has occurred which materially and adversely affects the interbank eurodollar market, or (C) the effective cost to the Lender of funding a proposed Funding Segment of the Euro-Rate Portion from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Funding Segment, or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would apply, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) at any time any Bank the Lender shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that the making, maintenance or funding by such Bank of any part of the Euro-Rate Loan Portion has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank the Lender or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Official Body Governmental Authority (whether or not having the force of law); then, and in any such event, such Bank or Banks shall forthwith so the Lender may notify the Agent, and the Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in of such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks)determination. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) ), the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) Lender to allow the Borrower to select select, convert to or renew the Euro-Rate Option, Option shall be suspended until the Bank furnishing such notice Lender shall have later notified the Agent Borrower of its the Lender's determination in good faith (which determination shall be presumed correctconclusive) that the circumstances circumstance giving rise to such previous determination no longer exist. If a Bank the Lender notifies the Agent Borrower of a determination under subsection (iiiii) of this Section 2.05(e2.04(e), any Euro the Euro-Rate Portion of the Loans covered by shall automatically be converted to the Base Rate Option as of the date specified in such notice which are then outstanding (and accrued interest thereon shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent by 12:00 o'clock Noon, Pittsburgh time, one Business Day prior to such date, the Borrower shall, at the option of the Agent, be deemed to have notified the Agent at such time pursuant to Section 2.05(a) to the effect that the Borrower requests the Banks to make AB Rate Loans to the Borrower on such date in an aggregate principal amount equal to the aggregate principal amount of the outstanding Loans covered by such notice). If, If at the time the Agent or the Required Banks, as the case may be, make Lender makes a determination under subsection 2.05(e(i) in respect or (ii) of this Section 2.04(e) the Borrower previously has notified the Lender that it wishes to select, convert to or renew the Euro-Rate Option, the Borrower has previously notified the Agent that it wishes Option with respect to select that Option in respect of a any proposed Loans, Loan but such Option Loan has not yet gone into effectbeen made, such notification shall be deemed to provide for selection of, conversion to or renewal of the AB Base Rate Loan Option instead of a Euro the Euro-Rate Option with respect to such Loan.

Euro-Rate Unascertainable; Impracticability. If (i1) on any date on which a Euro-Rate would otherwise be set set, the Agent Lender shall have in good faith determined (which determination shall be conclusive) that that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate; or, (ii) on any date on a contingency has occurred which a Euro-Rate would otherwise be set materially and adversely affects the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would applyinterbank eurodollar market, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) the effective cost to the Lender of funding a proposed Euro-Rate Segment of Loans from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Segment, or (2) at any time any Bank the Lender shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that the making, maintenance or funding by such Bank of any a particular Euro-Rate Loan has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank the Lender or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or Law, regulation, order, guideline or interpretation or administration thereof by any Official official Body charged with the interpretation or administration thereof or with any request or directive of any such Official Body (whether or not having the force of law); then, and in any such event, such Bank or Banks the Lender shall forthwith so notify the Agent, and the Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in Borrowers of such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks)determination. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) Lender to allow the Borrower Borrowers to select the Euro-Rate OptionOption for any Rate Segment of any Loans, in any amount in case of a determination under Clause (1) above, or in excess (in case of a determination under Clause (2) above) of the amount of such Loans (if any) which is not determined to be impracticable or unlawful shall be suspended until the Bank furnishing such notice Lender shall have later notified the Agent Borrowers of its the determination by the Lender in good faith (which determination shall be presumed correctconclusive) that the circumstances giving rise to such previous determination no longer exist. If a Bank the Lender notifies the Agent Borrowers of a determination under subsection (iii2) of this Section 2.05(e2.02(i), any Euro the Euro-Rate Loans covered by such notice which are then outstanding Loan or Loans, if any, in excess of the amount (if any) not determined to be impracticable or unlawful shall be due and payable on the date specified in such noticenotice (provided that the Borrowers shall owe no indemnification obligation to the Lender pursuant to Section 2.09). Absent contrary notice from the Borrower Borrowers to the Agent Lender by 12:00 o'clock Noonnoon, Pittsburgh New York time, one Business Day prior to on such date, the Borrower shall, at the option of the Agent, Borrowers shall be deemed to have notified given the Agent at such time pursuant to Section 2.05(a) Lender proper notice to the effect that the Borrower requests Borrowers request that the Banks to Lender make AB Loans at such time at the Prime Rate Loans to the Borrower on such date Option in an aggregate principal amount amounts equal to the aggregate principal amount of amounts becoming due and payable pursuant to the outstanding Loans covered by such notice. If, at preceding sentence. (i) elects to cancel the time the Agent or the Required Banks, as the case may be, notice to make a determination under subsection 2.05(e) in respect Portion of new Loans by giving notice of cancellation to the Euro-Rate Option, the Borrower has previously notified the Agent that it wishes to select that Option in respect of a proposed Loans, but such Option has not yet gone into effect, such notification shall be deemed to provide for selection of the AB Rate Loan instead of a Euro Rate LoanLender.

Euro-Rate Unascertainable; Impracticability. If (i) on any date on which a Euro-Rate would otherwise be set the Agent Lender shall have determined in good faith determined (which determination shall be conclusive) that that: (A) adequate and reasonable means do not exist for ascertaining such Euro-Rate; , (B) a contingency has occurred which materially and adversely affects the interbank eurodollar market, or (C) the effective cost to the Lender of funding a proposed Funding Segment of the Euro-Rate Portion from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Funding Segment, or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would apply, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) at any time any Bank the Lender shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that the making, maintenance or funding by such Bank of any part of the Euro-Rate Loan Portion has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank the Lender or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Official Body Governmental Authority (whether or not having the force of law); then, and in any such event, such Bank or Banks shall forthwith so the Lender may notify the Agent, and the Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in of such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks)determination. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) ), the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) Lender to allow the Borrower to select select, convert to or renew the Euro-Rate Option, Option shall be suspended until the Bank furnishing such notice Lender shall have later notified the Agent Borrower of its the Lender's determination in good faith (which determination shall be presumed correctconclusive) that the circumstances circumstance giving rise to such previous determination no longer exist. If a Bank the Lender notifies the Agent Borrower of a determination under subsection (iiiii) of this Section 2.05(e2.04(e), any Euro the Euro-Rate Portion of the Revolving Credit Loans covered by shall automatically be converted to the Base Rate Option as of the date specified in such notice which are then outstanding (and accrued interest thereon shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent by 12:00 o'clock Noon, Pittsburgh time, one Business Day prior to such date, the Borrower shall, at the option of the Agent, be deemed to have notified the Agent at such time pursuant to Section 2.05(a) to the effect that the Borrower requests the Banks to make AB Rate Loans to the Borrower on such date in an aggregate principal amount equal to the aggregate principal amount of the outstanding Loans covered by such notice). If, If at the time the Agent or the Required Banks, as the case may be, make Lender makes a determination under subsection 2.05(e(i) in respect or (ii) of this Section 2.04(e) the Borrower previously has notified the Lender that it wishes to select, convert to or renew the Euro-Rate Option, the Borrower has previously notified the Agent that it wishes Option with respect to select that Option in respect of a any proposed Loans, Revolving Credit Loan but such Option Revolving Credit Loan has not yet gone into effectbeen made, such notification shall be deemed to provide for selection of, conversion to or renewal of the AB Base Rate Loan Option instead of a Euro the Euro-Rate Option with respect to such Loan.

Euro-Rate Unascertainable; Impracticability. If (i) on any date on which a Euro-Rate would otherwise be set the Agent (in the case of clauses (A) or (B) below) or any Lender (in the case of clause (C) below) shall have determined in good faith determined (which determination shall be conclusive) that that: (A) adequate and reasonable means do not exist for ascertaining such Euro-Rate; , (B) a contingency has occurred which materially and adversely affects the interbank eurodollar market, or (C) the effective cost to such Lender of funding a proposed Funding Segment of the Euro-Rate Portion from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Funding Segment, or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would apply, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) at any time any Bank Lender shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that the making, maintenance or funding by such Bank of any part of the Euro-Rate Loan Portion has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank Lender or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Official Body Governmental Authority (whether or not having the force of law); then, and in any such event, the Agent or such Bank or Banks Lender, as the case may be, may notify the Borrower of such determination (and any Lender giving such notice shall forthwith so notify the Agent, and the Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks). Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) ), the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) Lenders to allow the Borrower to select select, convert to or renew the Euro-Rate Option, Option shall be suspended until the Bank furnishing Agent or such notice Lender, as the case may be, shall have later notified the Agent Borrower (and any Lender giving such notice shall notify the Agent) of its the Agent's or such Lender's determination in good faith (which determination shall be presumed correctconclusive) that the circumstances circumstance giving rise to such previous determination no longer exist. If a Bank any Lender notifies the Agent Borrower of a determination under subsection (iiiii) of this Section 2.05(e2.04(e), any Euro the Euro-Rate Portion of the Loans covered by of such Lender (the "Affected Lender") shall automatically be converted to the Base Rate Option as of the date specified in such notice which are then outstanding (and accrued interest thereon shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent by 12:00 o'clock Noon, Pittsburgh time, one Business Day prior to such date, the Borrower shall, at the option of the Agent, be deemed to have notified the Agent at such time pursuant to Section 2.05(a) to the effect that the Borrower requests the Banks to make AB Rate Loans to the Borrower on such date in an aggregate principal amount equal to the aggregate principal amount of the outstanding Loans covered by such notice). If, If at the time the Agent or the Required Banks, as the case may be, make a Lender makes a determination under subsection 2.05(e(i) in respect or (ii) of the Euro-Rate Option, this Section 2.04(e) the Borrower previously has previously notified the Agent that it wishes to select that select, convert to or renew the Euro-Rate Option in with respect of a to any proposed Loans, Loans but such Option has Loans have not yet gone into effectbeen made, such notification shall be deemed to provide for selection of, conversion to or renewal of the AB Base Rate Loan Option instead of the Euro-Rate Option with respect to such Loans or, in the case of a Euro Rate Loandetermination by a Lender, such Loans of such Lender.

Euro-Rate Unascertainable; Impracticability. IfIf ------------------------------------------- (i) on any date on which a Euro-Rate would otherwise be set the Administrative Agent (in the case of (A) or (B) below) or any Bank (in the case of (C) below) shall have in good faith determined (which determination shall be conclusive) that that: (A) adequate and reasonable means do not exist for ascertaining such Euro-Rate; , or (B) a contingency has occurred which materially and adversely affects the interbank Eurodollar market, or (C) the effective cost to such Bank of funding a proposed Funding Segment of the Euro-Rate Portion from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Funding Segment, or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would apply, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) at any time any Bank shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that the making, maintenance or funding by such Bank of any part of the Euro-Rate Loan Portion has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any Official Body charged with the interpretation or administration thereof or with any request or directive of any such Official Body (whether or not having the force of law); then, and in any such event, the Administrative Agent or such Bank or Banks (the "Affected Party"), as the case may be, may notify the Borrower of such determination (and any Bank giving such notice shall forthwith so notify the Administrative Agent, and the Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks). Upon such date as shall be specified in such notice (which shall not be earlier than one (1) Business Day following the date such notice is given) ), the obligation of each of the Banks (in or the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) Affected Party to allow the Borrower to select select, convert to or renew the Euro-Rate Option, Option shall be suspended until the Bank furnishing Administrative Agent or such notice Affected Party, as the case may be, shall have later notified the Agent Borrower (and any Affected Party giving such notice shall so notify the Administrative Agent) of its the Administrative Agent's or such Affected Party's determination in good faith (which determination shall be presumed correctconclusive) that the circumstances circumstance giving rise to such previous determination no longer existexists. If a Bank any Affected Party notifies the Agent Borrower of a determination under subsection (iiiii) of this Section 2.05(e2.06(f), any Euro the Euro-Rate Portion of the Loans covered by of such Affected Party shall automatically be converted to the Base Rate Option as of the date specified in such notice which are then outstanding (and accrued interest thereon shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent by 12:00 o'clock Noon, Pittsburgh time, one Business Day prior to such date, the Borrower shall, at the option of the Agent, be deemed to have notified the Agent at such time pursuant to Section 2.05(a) to the effect that the Borrower requests the Banks to make AB Rate Loans to the Borrower on such date in an aggregate principal amount equal to the aggregate principal amount of the outstanding Loans covered by such notice. If, at the time the Agent or the Required Banks, as the case may be, make a determination under subsection 2.05(e) in respect of the Euro-Rate Option, the Borrower has previously notified the Agent that it wishes to select that Option in respect of a proposed Loans, but such Option has not yet gone into effect, such notification shall be deemed to provide for selection of the AB Rate Loan instead of a Euro Rate Loan).

Euro-Rate Unascertainable; Impracticability. If (ia) on any date on which a Euro-Rate would otherwise be set set, the Agent shall have in good faith determined (which determination shall be conclusive) that that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate; or, (ii) on any date on a contingency has occurred which a Euro-Rate would otherwise be set materially and adversely affects the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would applyinterbank eurodollar market, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) the effective cost to the Agent of funding a proposed Euro-Rate Segment of Loans from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Segment, or (b) at any time any Bank the Agent shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that the making, maintenance or funding by such Bank of any a particular Euro-Rate Loan has been made impracticable or unlawful 36 by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank the Agent or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or Law, regulation, order, guideline or interpretation or administration thereof by any Official Body charged with the interpretation or administration thereof or with any request or directive of any such Official Body (whether or not having the force of law); then, and in any such event, such Bank or Banks shall forthwith so notify the Agent, and the Agent shall forthwith advise the other Banks and notify the Borrower thereof. A certificate as to the specific circumstances specified in of such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks)determination. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) Agent to allow the Borrower to select the Euro-Rate OptionOption for any Rate Segment of any Loans, in any amount in case of a determination under Clause (a) above, or in excess (in case of a determination under Clause (b) above) of the amount of such Loans (if any) which is not determined to be impracticable or unlawful shall be suspended until the Bank furnishing such notice Agent shall have later notified the Agent Borrower of its determination in good faith (which determination shall be presumed correctconclusive) that the circumstances giving rise to such previous determination no longer exist. If a Bank the Agent notifies the Agent Borrower of a determination under subsection (iiib) of this Section 2.05(e)2.15, any Euro the Euro-Rate Loans covered by such notice which are then outstanding Loan or Loans, if any, in excess of the amount (if any) not determined to be impracticable or unlawful shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent by 12:00 11:00 o'clock Noona.m., Pittsburgh time, one Business Day prior to on such date, the Borrower shall, at the option of the Agent, shall be deemed to have notified given the Agent at such time pursuant to Section 2.05(a) proper notice to the effect that the Borrower requests that the Banks to Agent make AB Loans at such time at the Prime Rate Loans to the Borrower on such date Option in an aggregate principal amount amounts equal to the aggregate principal amount of amounts becoming due and payable pursuant to the outstanding Loans covered by such noticepreceding sentence. If, If at the any time the Agent or the Required Banks, as the case may be, make makes a determination under subsection 2.05(e(a) in respect or (b) of the Euro-Rate Optionthis Section 2.15, the Borrower has previously notified the Agent that it wishes to select that the Euro-Rate Option in respect for a Portion of a proposed new Loans, including Loans being converted or renewed at the Euro-Rate Option, but such Option has Loans have not yet gone into effectbeen made, such notification shall be deemed to provide for selection request the making of a Portion of the AB Loans at the Prime Rate Loan Option instead of the Euro-Rate Option, unless the Borrower promptly elects to cancel the notice to make a Euro Rate LoanPortion of new Loans by giving notice of cancellation to the Agent.

Euro-Rate Unascertainable; Impracticability. If (i) on any date on which a Euro-Rate would otherwise be set the Agent (in the case of clauses (A) or (B) below) or any Lender (in the case of clause (C) below) shall have determined in good faith determined (which determination shall be conclusive) that that: (A) adequate and reasonable means do not exist for ascertaining such Euro-Rate; , (B) a contingency has occurred which materially and adversely affects the interbank eurodollar market, or (C) for reasons other than a downgrading of such Lender's rating by S&P or Moody's, the effective cost to such Lender of funding a proposed Funding Segment of the Euro-Rate Portion from a Corresponding Source of Funds shall exceed the Euro-Rate applicable to such Funding Segment, or (ii) on any date on which a Euro-Rate would otherwise be set the Required Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that the effective cost to each of such Required Banks of funding its Loan to which such rate would apply, will exceed the interest rate payable by the Borrower in respect thereof under this Agreement; or (iii) at any time any Bank Lender shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that the making, maintenance or funding by such Bank of any part of the Euro-Rate Loan Portion has been made impracticable or unlawful by (A) the occurrence of a contingency which materially and adversely affects the interbank eurodollar market, or (B) compliance by such Bank Lender or a Notional Euro Euro-Rate Funding Office of such Bank in good faith with any Law or guideline or interpretation or administration thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Official Body Governmental Authority (whether or not having the force of law); then, and in any such event, the Agent or such Bank or Banks Lender, as the case may be, may notify the Borrower of such determination (and any Lender giving such notice shall forthwith so notify the Agent, and the Agent shall forthwith advise the other Banks and the Borrower thereof. A certificate as to the specific circumstances specified in such notice shall be promptly submitted by such Bank or Banks to the Agent (which shall promptly confirm the same to the Borrower and the other Banks). Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) ), the obligation of each of the Banks (in the case of clauses (i) and (ii) above) or of the Bank giving such notice (in the case of clause (iii) above) to allow the Borrower to select the Euro-Rate Option, shall be suspended until the Bank furnishing such notice shall have later notified the Agent of its determination in good faith (which determination shall be presumed correct) that the circumstances giving rise to such previous determination no longer exist. If a Bank notifies the Agent of a determination under subsection (iii) of this Section 2.05(e), any Euro Rate Loans covered by such notice which are then outstanding shall be due and payable on the date specified in such notice. Absent contrary notice from the Borrower to the Agent by 12:00 o'clock Noon, Pittsburgh time, one Business Day prior to such date, the Borrower shall, at the option of the Agent, be deemed to have notified the Agent at such time pursuant to Section 2.05(a) to the effect that the Borrower requests the Banks to make AB Rate Loans to the Borrower on such date in an aggregate principal amount equal to the aggregate principal amount of the outstanding Loans covered by such notice. If, at the time the Agent or the Required Banks, as the case may be, make a determination under subsection 2.05(e) in respect of the Euro-Rate Option, the Borrower has previously notified the Agent that it wishes to select that Option in respect of a proposed Loans, but such Option has not yet gone into effect, such notification shall be deemed to provide for selection of the AB Rate Loan instead of a Euro Rate Loan.of