Common use of Certain Limitations Clause in Contracts

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.of

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six seven Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Eurodollar Advances andwith an interest period duration of one month or, as to in the case of continuation of an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) [Reserved]; (ii) [Reserved]; (iii) at no time shall there be more than six eight (8) Interest Periods applicable to outstanding Eurodollar LIBOR Advances; (iiiv) without the consent of all of the Lenders, the Borrower may not select Eurodollar LIBOR Advances for any Borrowing to be made, Converted or continued if an Event of a Default has occurred and is continuing; (iiiv) if any Lender Bank shall, at least one Business Day any time prior to the requested date making of any requested Borrowing comprised of Eurodollar LIBOR Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation after the date hereof makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender Bank or its LIBOR Lending Office to perform its obligations under this Agreement to make Eurodollar LIBOR Advances or to fund or maintain Eurodollar LIBOR Advances, (A) any obligation then such Bank’s Pro Rata Share of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Borrowing shall be suspended until made as a Base Rate Advance, provided that such Lender notifies Base Rate Advance shall be considered part of the Administrative Agent same Borrowing and interest on such Base Rate Advance shall be due and payable at the Borrower same time that interest on the circumstances giving rise to LIBOR Advances comprising the remainder of such determination no longer existBorrowing shall be due and payable; and (B) such Lender Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Bank, be otherwise be materially disadvantageous to such LenderBank; (ivvi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vivii) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the LIBOR for LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (viii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar LIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) in the case of LIBOR Advances each Borrowing shall be in an aggregate amount of not less than $1,000,000 or such greater amount that is an integral multiple of $100,000; (ii) except for Borrowings for the acquisition by the Borrower or its Subsidiary of Investments permitted under Sections 6.07 (c) and (d), the Borrower may not request Borrowings more than three times in any calendar month; (iii) at no time shall there be more than six eight (8) Interest Periods applicable to outstanding Eurodollar LIBOR Advances; (iiiv) without the consent of all of the Lenders, the Borrower may not select Eurodollar LIBOR Advances for any Borrowing to be made, Converted or continued if an Event of a Default has occurred and is continuing; (iiiv) if any Lender Bank shall, at least one Business Day any time prior to the requested date making of any requested Borrowing comprised of Eurodollar LIBOR Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation after the date hereof makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender Bank or its LIBOR Lending Office to perform its obligations under this Agreement to make Eurodollar LIBOR Advances or to fund or maintain Eurodollar LIBOR Advances, (A) any obligation then such Bank’s Pro Rata Share of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Borrowing shall be suspended until made as a Base Rate Advance, provided that such Lender notifies Base Rate Advance shall be considered part of the Administrative Agent same Borrowing and interest on such Base Rate Advance shall be due and payable at the Borrower same time that interest on the circumstances giving rise to LIBOR Advances comprising the remainder of such determination no longer existBorrowing shall be due and payable; and (B) such Lender Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Bank, be otherwise be materially disadvantageous to such LenderBank; (ivvi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vivii) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the LIBOR for LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (viii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar LIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six twelve Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Majority Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six twenty (20) Interest Periods applicable to outstanding Eurodollar Advances; (ii) without if the consent of all of the LendersMajority Lenders require, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of at any time when a Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances Advances, or fail to deliver a timely Notice of Continuation with respect thereto, in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six (6) Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate any Change in Law makes it unlawful for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost Lender or any of its Applicable Lending Offices to such Lenders of making or funding their respective perform its obligations under this Agreement to make Eurodollar Advances, as the case may be, for such Borrowingor to fund or maintain Eurodollar Advances, the right of the Borrower to select Eurodollar Advances from such Lender for such Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and such Lender’s Advance for such Borrowing shall be a Base Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for any requested Borrowing and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as soon as practicable, the right of the Borrower to select Eurodollar Advances or for any subsequent Borrowing and the obligation of the Lenders to make such Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Majority Lenders shall, by 11:00 a.m. (Houston, Texas time) at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as soon as practicable, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (v) if the Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effectAdvances; and (viivi) Swingline Advances no Advance may not be Converted or continuedContinued as a Eurodollar Advance at any time when an Event of Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar AdvancesLoans; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested BorrowingLoan and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as soon as practicable, the right of the Borrower to select Eurodollar Advances for such Borrowing or Loans for any subsequent Borrowing Loan and the obligation of the applicable Lenders to make such Eurodollar Loans shall be suspended until the Administrative Agent shall notify notify, and the Administrative Agent agrees to promptly so notify, the Borrower and the applicable Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing Loan shall be made, Converted or continued as a Base Rate Advancean ABR Loan; (viii) if the Majority Class Lenders with respect to a particular Class of Loans shall, by 11:00 a.m. (New York time) at least one Business Day before the date of any requested BorrowingLoan under such Class of Loans, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar AdvancesLoans and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as soon as practicable, as the case may be, for such Borrowing, (A) the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing Loans and the obligation of the applicable Lenders to make Eurodollar Loans shall be suspended until the Majority Class Lenders with respect to such Class of Loans shall notify, and the Majority Class Lenders with respect to such Class of Loans agree to promptly so notify, the Administrative Agent shall Agent, who will in turn promptly notify the Borrower and the Lenders other applicable Lenders, that the circumstances causing such suspension no longer exist, and (B) each Advance comprising Loan shall, on the last day of the then existing Interest Period, either (1) convert into an ABR Loan or (2) continue as one or more Eurodollar Loans of Interest Periods not affected by such Borrowing shall be a Base Rate Advancenotice of the Majority Class Lenders with respect to such Class of Loans, as selected by the Borrower; (viiv) if the Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Continuation/Conversion, the Administrative Agent will forthwith so notify the Borrower and the Lenders applicable Lenders, and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as shall be deemed to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the have selected an Interest Period then in effectof one month’s duration; and (viiv) Swingline Advances if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Class Lenders with respect to a particular Class, so notifies the Borrower in writing, then, so long as an Event of Default is continuing, no Loan under such Class may not be Converted converted or continuedContinued as a Eurodollar Loan.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and (which notice the Borrower Administrative Agent shall promptly deliver to the Borrower) that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1i) would eliminate the restriction on such Lender described above, and (2ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesEurodollar Advance, such Advances will be Converted Convert into a Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvance.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, unlawful for such Lender or any of its Applicable Lending Office Offices to perform its obligations under this Agreement to make Eurodollar Advances Advances, or to fund or maintain Eurodollar Advances, (A) any obligation the right of the Borrowers to select Eurodollar Advances from such Lender to make, continue, for such Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender’s Revolving Advance for such Borrowing shall be a Base Rate Advance; (iviii) if the Administrative Agent is unable to determine has determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for Eurodollar Advances comprising any requested BorrowingBorrowing and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrowers as soon as practicable, the right of the Borrower Borrowers to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Revolving Lenders to make such Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the such Lenders that the circumstances causing such suspension no longer exist, and each Revolving Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (viv) if the Majority Lenders shall, by 11:00 a.m. (New York time) at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding or maintaining their respective Eurodollar Advances, Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrowers as the case may be, for such Borrowingsoon as practicable, the right of the Borrower Borrowers to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Advance comprising such Borrowing shall be a Base Rate Advance; (viv) if the either Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower Borrowers and the Lenders and such Revolving Advances will be made available to the such Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesRevolving Advance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effectAdvances; and (viivi) Swingline Advances no Revolving Advance may not be Converted or continuedContinued as a Eurodollar Advance at any time when a Default or an Event of Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without Rate Advances and, upon the consent of all request of the Required Lenders, the Borrower Representative may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if at any time that an Event of Default has occurred and is continuing; (ii) notwithstanding any other provision of this Agreement, a Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Interest Period requested with respect thereto would end after the Maturity Date; (iii) if any Lender shall, at least one (1) Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or Continuation, notify the Administrative Agent and the Borrower Representative that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of a Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender in respect of such Borrowing, Conversion, or Continuation shall be a Base Rate Advance (and each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if such designation will avoid the making need for such notice and will not, in the good faith judgment of such designation (1) would eliminate the restriction on such Lender described aboveLender, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender); (iv) if the Administrative Agent is unable determines in connection with any request for a Eurodollar Rate Advance or a Conversion or Continuation thereof that (A) Dollar deposits are not being offered to banks in the applicable offshore Dollar market for the applicable amount and Interest Period of such Eurodollar Rate Advance, or adequate and reasonable means do not exist for determining the Eurodollar Rate for such Eurodollar Rate Advance, or (B) if the Required Lenders determine for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the a Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Required Lenders shall, by noon (New York, New York time) at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the a Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vi) if the a Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower Representative and the Lenders and such Advances will be made available to the a Borrower on the date of such Borrowing as Base Rate Advances andor, as to if such Advance is an existing AdvancesEurodollar Rate Advance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effectAdvances; and (vii) Swingline Advances if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing, no Advance may not be Converted or continuedContinued as a Eurodollar Rate Advance.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six nine (9) Interest Periods applicable to outstanding Eurodollar Advances, and the minimum aggregate amount of Eurodollar Advances with the same Interest Period shall be $1,000,000.00 and a multiple of $500,000.00 in excess thereof; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one (1) Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Revolving Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to make, fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Revolving Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one (1) Business Day before the date of any requested Revolving Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Eurodollar Advances andwith an Interest Period duration of one month or, as to in the case of a continuation of existing Eurodollar Advances, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything in paragraphs (a) and ------------------- (b) above: (i) in the case of LIBOR Rate Advances each Borrowing shall be in an aggregate amount of not less than $2,000,000 or greater multiples of $100,000; (ii) except for Borrowings for the acquisition of Future Properties by the Borrower or its Subsidiary, the Borrower may not request Borrowings on more than three days in any calendar month. (iii) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar LIBOR Rate Advances; (iiiv) without the consent of all of the Lenders, the Borrower may not select Eurodollar LIBOR Rate Advances for any Borrowing to be made, Converted or continued if an Event of a Default has occurred and is continuing; (iiiv) if any Lender Bank shall, at least one Business Day any time prior to the requested date making of any requested Borrowing comprised of Eurodollar LIBOR Rate Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender Bank or its LIBOR Lending Office to perform its obligations under this Agreement to make Eurodollar LIBOR Rate Advances or to fund or maintain Eurodollar LIBOR Rate Advances, (A) any obligation then such Bank's Pro Rata Share of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Borrowing shall be suspended until made as a Prime Rate Advance, provided that such Lender notifies Prime Rate Advance shall be considered part of the Administrative Agent same Borrowing and interest on such Prime Rate Advance shall be due and payable at the Borrower same time that interest on the circumstances giving rise to LIBOR Rate Advances comprising the remainder of such determination no longer existBorrowing shall be due and payable; and (B) such Lender Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Bank, be otherwise be materially disadvantageous to such LenderBank; (ivvi) if the Administrative Agent is unable to determine the Eurodollar LIBOR Rate for Eurodollar LIBOR Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar LIBOR Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Prime Rate Advance; (vvii) if the Majority Lenders Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar LIBOR Rate for Eurodollar LIBOR Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar LIBOR Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar LIBOR Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Prime Rate Advance;; and (viviii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar LIBOR Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Prime Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted into Base Prime Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) aboveof this Section 2.03, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Majority Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, unlawful for such Lender or any of its Applicable Lending Office Offices to perform its obligations under this Agreement to make Eurodollar Advances Advances, or to fund or maintain Eurodollar Advances, (A) any obligation the right of the Borrower to select Eurodollar Advances from such Lender to make, continue, for such Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender’s Advance for such Borrowing shall be a Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested BorrowingBorrowing and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as soon as practicable, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make such Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (viv) if the Majority Lenders shall, by 11:00 a.m. (New York time) at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as the case may be, for such Borrowingsoon as practicable, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Advance comprising such Borrowing shall be a Base Rate Advance; (viv) if the Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if such Revolving Advance is an existing AdvancesEurodollar Advance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effectAdvances; and (viivi) Swingline Advances no Advance may not be Converted or continuedContinued as a Eurodollar Advance at any time when a Default or an Event of Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six seven Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, shall notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, shall notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Eurodollar Advances andwith an Interest Period duration of one month or, as to in the case of continuation of an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six (A) three Interest Periods applicable to outstanding Eurodollar Advances which are Term Advances and (B) five Interest Periods applicable to outstanding Eurodollar Advances which are Revolving Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iiiA) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or any of its Applicable Lending Office Offices to perform its obligations under this Agreement to make Eurodollar Advances Advances, or to fund or maintain Eurodollar Advances, (A) any obligation the right of the Company to select Eurodollar Advances from such Lender to make, continue, for such Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and such Lender's Advance for such Borrowing shall be a Base Rate Advance and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iviii) if the Administrative Agent is unable to determine the Eurodollar Reference Rate for Eurodollar Advances comprising any requested BorrowingBorrowing and the Administrative Agent gives telephonic or telecopy notice thereof to the Company as soon as practicable, the right of the Borrower Company to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make such Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Borrower Majority Lenders shall, by 11:00 a.m. (Chicago, Illinois time) at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Reference Rate will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Company as soon as practicable, the right of the Borrowers to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (v) if the Company shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Conversion or Continuation or to specify the Type of Eurodollar Advance in a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Advances will be made available to the Borrower Borrowers on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances and will be Converted into Base Rate Advances at the end of the have an Interest Period then in effectof one month; and (viivi) Swingline Advances no Advance may not be Converted or continuedContinued as a Eurodollar Advance at any time when a Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything in paragraphs (a2.02(a) and (b2.02(b) above: (i) at no time shall there be more than six ten (10) Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if at any time that an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion or expense and would not otherwise continuation shall be disadvantageous to such Lenderan Alternate Base Rate Advance; (iviii) if the Administrative Agent is unable to determine in good faith the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a an Alternate Base Rate Advance; (viv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent and the Borrower that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a an Alternate Base Rate Advance; (viv) if the Borrower shall fail delivers a Notice of Conversion or Continuation to the Administrative Agent but fails to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b2.02(b) above, the Administrative Agent will forthwith shall so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Eurodollar Rate Advances andor, as to if an existing Advance, Converted into Eurodollar Rate Advances, in each case with an Interest Period equal to one month; and (vi) if the Borrower fails to deliver a Notice of Conversion or Continuation to the Administrative Agent with respect to any Eurodollar Rate Advance in accordance with Section 2.02(b)(i) hereof, such Advances will be Converted into Base Eurodollar Rate Advances shall, at the end of the applicable Interest Period then in effect; and (vii) Swingline Advances may not Period, be Converted or continuedinto Alternate Base Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (aSection 2.03(a) and (b) above:): (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Term Benchmark Advances and the Borrower may not select Eurodollar Term Benchmark Advances for any Borrowing or elect to be made, Converted continue or continued if an Event of convert a Term Benchmark Advance or RFR Advance at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Term Benchmark Advances or to fund or maintain Eurodollar Term Benchmark Advances, (A) any obligation the right of the Borrower to select ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lenderan Alternate Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Adjusted Term SOFR Rate for Eurodollar Term Benchmark Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Term Benchmark Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a an Alternate Base Rate Advance; (viv) if the Majority Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Adjusted Term SOFR Rate for Eurodollar Term Benchmark Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Term Benchmark Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Term Benchmark Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a an Alternate Base Rate Advance;; and (viv) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Term Benchmark Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) aboveSection 2.03(b), the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Alternate Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Alternate Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a2.02(a) and (b2.02(b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if at any time that an Event of Default has occurred and is continuing; (iiiii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine in good faith the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Reference Rate Advance; (viv) if the Majority Lenders Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent and the Borrower that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viv) if the Borrower shall fail delivers a Notice of Conversion or Continuation to the Administrative Agent but fails to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b2.02(b) above, the Administrative Agent will forthwith shall so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Eurodollar Rate Advances andor, as to if an existing Advance, Converted into Eurodollar Rate Advances, in each case with an Interest Period equal to one month; and (vi) if the Borrower fails to deliver a Notice of Conversion or Continuation to the Administrative Agent with respect to any Eurodollar Rate Advance in accordance with Section 2.02(b)(i) hereof, such Advances will be Converted into Base Eurodollar Rate Advances shall, at the end of the applicable Interest Period then in effect; and (vii) Swingline Advances may not Period, be Converted or continuedinto Reference Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Rate Advances and neither Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower Representative that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrowers to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower Borrowers to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Reference Rate Advance; (viv) if the Majority Required Tranche A Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the Administrative Agent shall promptly notify the Borrower Representative and the right of the Borrower Borrowers to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance;; and (viv) if the a Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower Representative and the Lenders and such Advances will shall be made available to the applicable Borrower, as designated by the Borrower Representative, on the date of the Borrowing comprised of such Borrowing Advances as Base Reference Rate Advances andor, as to if existing Eurodollar Rate Advances, such Advances will be Converted shall Convert into Base Reference Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) : at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iii) ; if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lender; (iv) an ABR Advance; if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate an ABR Advance; (v) ; if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate an ABR Advance; (vi) ; and if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) aboveof this Section 2.03, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base ABR Advances or, if an existing Advance, Convert into ABR Advances. Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or Continuation shall be irrevocable and binding on the Borrower. In the case of any Borrowing for which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances andAdvances, the Borrower shall indemnify each Lender against any loss, out-of-pocket cost, or expense incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III including any loss (including any loss of anticipated profits), cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as to existing Advancesa result of such failure, is not made on such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continueddate.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar AdvancesLoans; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances Loans for any Borrowing to be made, Converted or continued if an Event of at any time when a Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderReserved; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances Loans comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances Loans for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance Loan comprising such Borrowing shall be made, Converted or continued as a Base Rate AdvanceLoan; (v) if the Majority Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar AdvancesLoans, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances Loans for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance Loan comprising such Borrowing shall be a Base Rate Advance;Loan; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances Loans in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances Loans will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andLoans or, as to if an existing AdvancesLoan, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedLoans.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of at any time when a Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Eurodollar Rate Advances andhaving an Interest Period of one-month, as to or, if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Tranche A Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Tranche A Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Tranche A Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Tranche A Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Tranche A Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the Administrative Agent shall promptly notify the Borrower and the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Tranche A Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of the Tranche A Borrowing comprised of such Borrowing Advances as Base Reference Rate Advances andor, as to if existing Eurodollar Rate Advances, such Advances will be Converted Convert into Base Reference Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six twelve Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if at any time that an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office for Eurodollar Rate Advances to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) aboveof this Section 2.03, the Administrative Agent will shall forthwith so notify the Borrower and the applicable Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Borrowing, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six four Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if existing Eurodollar Rate Advances, such Advances will be Converted Convert into Base Reference Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of any Legal Requirement after the date hereof, or any change in or in the interpretation of any Legal Requirement as in effect on the date hereof, makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Eurodollar Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the with an Interest Period then in effectof one month or, if an existing Advance, Convert into Reference Rate Advances; and (viivi) Swingline no Borrowing may be made as, continued as or Converted into, Eurodollar Rate Advances may not be Converted or continuedat any time that a Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i1) each Borrowing (other than a Borrowing of Swingline Advances) shall be in an aggregate amount not less than $2,000,000 or greater multiples of $1,000,000, in the case of Eurodollar Rate Advances, or $1,000,000 or greater multiples of $100,000, in the case of Prime Rate Advances, and shall consist of Advances of the same Type made on the same day by the Banks ratably according to their respective Commitments. (2) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii3) without the consent of all of the Lenders, the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event (A) the aggregate amount of such Borrowing is less than $2,000,000 or (B) a Default has occurred and is continuing; (iiiA) if any Lender Bank shall, at least one Business Day any time prior to the requested date making of any requested Borrowing comprised of Eurodollar Rate Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation such Bank's Pro Rata Share of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Borrowing shall be suspended until made as a Prime Rate Advance of such Lender notifies Bank, but otherwise shall be considered part of the Administrative Agent same Borrowing and interest on such Prime Rate Advance shall be due and payable at the Borrower same time that interest on the circumstances giving rise to Eurodollar Rate Advances comprising the remainder of such determination no longer existBorrowing shall be due and payable; and (B) such Lender Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Bank, be otherwise be disadvantageous to such LenderBank; (iv5) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Prime Rate Advance; (vi6) if the Majority Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select (7) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Prime Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted into Base Prime Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of at any time when a Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six four Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, Bank shall at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority Person asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine in good faith the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Reference Rate Advance; (viv) if the Majority Lenders Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance;; and (viv) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith shall so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted into Base Reference Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) aboveto the contrary herein: (i) (A) at no time shall there be more than six five (5) different Interest Periods applicable to outstanding Eurodollar AdvancesLoans and (B) if two (2) or more Loans have an Interest Period ending on the same date and the Borrowers do not specify that such Loans will be continued as separate Loans in a notice of continuation delivered to the Administrative Agent in accordance with Section 2.3(b)(ii), such Loans will be consolidated into a single Loan on the last day of the then current Interest Period and, if continued, treated as a single Loan in any subsequent Interest Periods; (ii) without the consent Borrowers may elect to continue any Loan having a rate of all interest based on LIBOR by delivering a notice of continuation to the Administrative Agent not later than noon (London, England time) at least three (3) Business Days prior to the end of the Lendersrelevant Interest Period for such Loan. Promptly after receipt of a notice of continuation, the Borrower Administrative Agent shall advise each Lender that it has received such a notice and notify each Lender of its determination of LIBOR and the applicable interest rate with respect to such Loan; provided that if no such notice of continuation is delivered, the Borrowers shall be deemed to have elected to continue such Loan with an Interest Period of three (3) months, and provided further that no Loan may not select Eurodollar Advances for be continued beyond its then existing Interest Period if a Default under Section 9.1(a) or 9.1(f) or any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing, in which case such Loan shall bear interest in accordance with Section 2.8(c); (iii) if any Lender shall, at least one Business Day prior to the requested date first day of any Borrowing comprised of Eurodollar AdvancesInterest Period, notify the Administrative Agent and the Borrower any Lender reasonably determines (which determination shall be conclusive) that the introduction of or any change in or in the interpretation of any Legal Requirement Applicable Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or continue any Loan having a rate of interest based on LIBOR, then the Borrowers’ right to fund or maintain Eurodollar Advances, continue any such Loan and (Aif the Commitment Termination Date has not then occurred) such Lender’s obligation to advance any obligation such Loan shall be suspended and each such outstanding Loan of that Lender having a rate of interest based on LIBOR shall be converted to and maintained as a Loan whose interest rate is based on a rate readily ascertainable by the Administrative Agent on the last day of its then existing Interest Period as the cost of funding such Loan (and which may include (x) the rate certified by such Lender to makethe Administrative Agent as the rate that reflects such Lender’s cost of funding its Loan or (y) the rate determined by BNP Paribas to be its internal prime or similar interest rate for such day, continue, or Convert to, Eurodollar Advances, including with any change in connection with the rate made by BNP Paribas taking effect on the Business Day following such requested Borrowing, shall be suspended change) until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Borrowers that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing whereupon the provisions of this Agreement otherwise applicable to the continuation or (if the Commitment Termination Date has not then occurred) advance of Loans having a rate of interest based on LIBOR shall be made, Converted or continued as a Base Rate Advanceagain apply; (viv) if prior to the Majority Lenders shall, at least one Business Day before the date first day of any requested BorrowingInterest Period, notify the Administrative Agent reasonably determines (which determination shall be conclusive) that by reason of circumstances affecting the Eurodollar Rate London interbank market, adequate and reasonable means do not exist for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, ascertaining LIBOR for such BorrowingInterest Period, then the Borrowers’ right to continue any Loan having a rate of interest based on LIBOR and (if the Borrower Commitment Termination Date has not then occurred) each Lender’s obligation to select Eurodollar Advances for advance any such Borrowing or for any subsequent Borrowing Loan shall be suspended and each such outstanding Loan shall be converted to and maintained as a Loan whose interest rate is based on a rate readily ascertainable by the Administrative Agent on the last day of its then existing Interest Period as the cost of funding such Loan (and which may include (x) the rate certified by such Lender to the Administrative Agent as the rate that reflects such Lender’s cost of funding its Loan or (y) the average of the rates determined by BNP Paribas to be its internal prime or similar interest rate for such day, with any change in the rate made by BNP Paribas taking effect on the Business Day following such change) until the Administrative Agent shall notify Agent, acting on the Borrower and direction of the Lenders Majority Lenders, notifies the Borrowers that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; whereupon the provisions of this Agreement otherwise applicable to the continuation or (vi) if the Borrower Commitment Termination Date has not then occurred) advance of Loans having a rate of interest based on LIBOR shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effectagain apply; and (viiv) Swingline Advances if prior to the first day of any Interest Period, the Majority Lenders notify the Administrative Agent that in their reasonable determination (which determination shall be conclusive), LIBOR does not adequately and fairly reflect the cost to the Majority Lenders of advancing or maintaining any Loan having a rate of interest based on LIBOR for such Interest Period, then the Borrowers’ right to continue any such Loan and (if the Commitment Termination Date has not then occurred) each Lender’s obligation to advance any such Loan shall be suspended and each such outstanding Loan shall be converted to and maintained as a Loan whose interest rate is based on a rate readily ascertainable by the Administrative Agent on the last day of its then existing Interest Period as the cost of funding such Loan (and which may include (x) the rate certified by such Lender to the Administrative Agent as the rate that reflects such Lender’s cost of funding its Loan or (y) the rate determined by BNP Paribas to be its internal prime or similar interest rate for such day, with any change in the rate made by BNP Paribas taking effect on the Business Day following such change) until the Administrative Agent, acting on the direction of the Majority Lenders, notifies the Borrowers that the circumstances causing such suspension no longer exist, whereupon the provisions of this Agreement otherwise applicable to the continuation or (if the Commitment Termination Date has not be Converted or continuedthen occurred) advance of Loans having a rate of interest based on LIBOR shall again apply.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten (10) Interest Periods applicable to outstanding Eurodollar Advances; (ii) without if the consent of all of the LendersMajority Lenders require, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. (i) Notwithstanding anything in paragraphs (a) and (b) above: (i) , at no time shall there be more than six four Interest Periods applicable to outstanding Eurodollar AdvancesLoans; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances Loans for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, shall notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances Loans or to fund or maintain Eurodollar AdvancesLoans, (A) any the obligation of such Lender to make, continue, make such Eurodollar Loan as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Loans shall be made in the form of a ABR Loan, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Required Lenders shall notify the Administrative Agent is unable to determine that the Eurodollar LIBO Rate for Eurodollar Advances Loans comprising any requested such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Loans, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances Loans for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent (at the direction of the Required Lenders) shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance Loan comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance;an ABR Loan; and (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances Loans in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances Loans will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Eurodollar Loans with an Interest Period then duration of one month or, in effect; and (vii) Swingline Advances may not be Converted or continuedthe case of continuation of an existing Loan, Convert into ABR Loans.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) abovethis Agreement to the contrary: (i) (x) at no time shall there be more than six five (5) different Interest Periods applicable to outstanding Eurodollar AdvancesLoans and (y) if two (2) or more Loans have an Interest Period ending on the same date and the Borrowers do not specify that such Loans will be continued as separate Loans in a notice of continuation delivered to the Administrative Agent in accordance with Section 2.3(b)(ii), such Loans will be consolidated into a single Loan on the last day of the then current Interest Period and, if continued, treated as a single Loan in any subsequent Interest Periods; (ii) without the consent Borrowers may elect to continue any Loan having a rate of all interest based on LIBOR by delivering a notice of continuation to the Administrative Agent not later than noon (London, England time) at least three (3) Business Days prior to the end of the Lendersrelevant Interest Period for such Loan. Promptly after receipt of a notice of continuation, the Borrower Administrative Agent shall advise each Lender that it has received such a notice and notify each Lender of its determination of LIBOR and the applicable interest rate with respect to such Loan; provided that if no such notice of continuation is delivered, the Borrowers shall be deemed to have elected to continue such Loan with an Interest Period of three (3) months, and provided further that no Loan may not select Eurodollar Advances for be continued beyond its then existing Interest Period if a Default under Section 9.1(a) or 9.1(f) or any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing, in which case such Loan shall bear interest in accordance with Section 2.8(c); (iii) if any Lender shall, at least one Business Day prior to the requested date first day of any Borrowing comprised of Eurodollar AdvancesInterest Period, notify any Lender reasonably determines (which determination shall be conclusive and binding on the Administrative Agent and the Borrower Borrowers) that the introduction of or any change in or in the interpretation of any Legal Requirement Applicable Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or continue any Loan having a rate of interest based on LIBOR, then the Borrowers’ right to fund or maintain Eurodollar Advances, continue any such Loan and (Aif the Commitment Termination Date has not then occurred) such Lender’s obligation to advance any obligation such Loan shall be suspended and each such outstanding Loan of that Lender having a rate of interest based on LIBOR shall be converted to and maintained as a Loan whose interest rate is based on a rate readily ascertainable by the Administrative Agent on the last day of its then existing Interest Period as the cost of funding such Loan (and which may include (x) the rate certified by such Lender to makethe Administrative Agent as the rate that reflects such Lender’s cost of funding its Loan or (y) the average of the rates determined by Standard Bank Plc and BNP Paribas to be their internal prime or similar interest rate for such day, continue, with any change in the rate made by Standard Bank Plc or Convert to, Eurodollar Advances, including in connection with BNP Paribas taking effect on the Business Day following such requested Borrowing, shall be suspended change) until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Borrowers that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing whereupon the provisions of this Agreement otherwise applicable to the continuation or (if the Commitment Termination Date has not then occurred) advance of Loans having a rate of interest based on LIBOR shall be made, Converted or continued as a Base Rate Advanceagain apply; (viv) if prior to the Majority Lenders shall, at least one Business Day before the date first day of any requested BorrowingInterest Period, notify the Administrative Agent reasonably determines (which determination shall be conclusive and binding on the Borrowers) that by reason of circumstances affecting the Eurodollar Rate London interbank market, adequate and reasonable means do not exist for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, ascertaining LIBOR for such BorrowingInterest Period, then the Borrowers’ right to continue any Loan having a rate of interest based on LIBOR and (if the Borrower Commitment Termination Date has not then occurred) each Lender’s obligation to select Eurodollar Advances for advance any such Borrowing or for any subsequent Borrowing Loan shall be suspended and each such outstanding Loan shall be converted to and maintained as a Loan whose interest rate is based on a rate readily ascertainable by the Administrative Agent on the last day of its then existing Interest Period as the cost of funding such Loan (and which may include (x) the rate certified by such Lender to the Administrative Agent as the rate that reflects such Lender’s cost of funding its Loan or (y) the average of the rates determined by Standard Bank Plc and BNP Paribas to be their internal prime or similar interest rate for such day, with any change in the rate made by Standard Bank Plc or BNP Paribas taking effect on the Business Day following such change) until the Administrative Agent shall notify Agent, acting on the Borrower and direction of the Lenders Majority Lenders, notifies the Borrowers that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; whereupon the provisions of this Agreement otherwise applicable to the continuation or (vi) if the Borrower Commitment Termination Date has not then occurred) advance of Loans having a rate of interest based on LIBOR shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effectagain apply; and (viiv) Swingline Advances if prior to the first day of any Interest Period, the Majority Lenders notify the Administrative Agent that in their reasonable determination (which determination shall be conclusive and binding on the Borrowers), LIBOR does not adequately and fairly reflect the cost to the Majority Lenders of advancing or maintaining any Loan having a rate of interest based on LIBOR for such Interest Period, then the Borrowers’ right to continue any such Loan and (if the Commitment Termination Date has not then occurred) each Lender’s obligation to advance any such Loan shall be suspended and each such outstanding Loan shall be converted to and maintained as a Loan whose interest rate is based on a rate readily ascertainable by the Administrative Agent on the last day of its then existing Interest Period as the cost of funding such Loan (and which may include (x) the rate certified by such Lender to the Administrative Agent as the rate that reflects such Lender’s cost of funding its Loan or (y) the average of the rates determined by Standard Bank Plc and BNP Paribas to be their internal prime or similar interest rate for such day, with any change in the rate made by Standard Bank Plc or BNP Paribas taking effect on the Business Day following such change) until the Administrative Agent, acting on the direction of the Majority Lenders, notifies the Borrowers that the circumstances causing such suspension no longer exist, whereupon the provisions of this Agreement otherwise applicable to the continuation or (if the Commitment Termination Date has not be Converted or continuedthen occurred) advance of Loans having a rate of interest based on LIBOR shall again apply.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six twelve (12) Interest Periods applicable to outstanding Eurodollar Advances; (ii) without if the consent of all of the LendersMajority Lenders require, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six one Interest Periods Period applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) aboveof this Section 2.03, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six three (3) Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one (1) Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, unlawful for such Lender or any of its Applicable Lending Office Offices to perform its obligations under this Agreement to make Eurodollar Advances Advances, or to fund or maintain Eurodollar Advances, (A) any obligation the right of the Borrower to select Eurodollar Advances from such Lender to make, continue, for such Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies shall as soon as practicable notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender’s Advance for such Borrowing shall be an Adjusted Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested BorrowingBorrowing and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as soon as practicable, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make such Eurodollar Advances shall be suspended until the Administrative Agent shall as soon as practicable notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a an Adjusted Base Rate Advance;; *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (viv) if the Majority Required Lenders shall, by 11:00 a.m. (New York time) at least one (1) Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as the case may be, for such Borrowingsoon as practicable, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Advances shall be suspended until the Administrative Agent shall as soon as practicable notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a an Adjusted Base Rate Advance; (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (viiv) Swingline Advances no Advance may not be Converted or continuedContinued as a Eurodollar Advance at any time when an Event of Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at Each Borrowing shall be in an aggregate amount not less than $3,000,000 and in integral multiples of $1,000,000 in excess thereof in case of Eurodollar Advances and in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof in case of Base Rate Advances. (ii) [Reserved] (iii) Each Borrowing shall (A) consist of Advances of the same Type and Class made, Converted or continued on the same day by the Lenders according to their Applicable Percentage, and (B) denominated only in Dollars. (iv) At no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Advances;. (iiv) without the consent of all of the Lenders, the Borrower The Borrowers may not select Eurodollar Advances for any Borrowing to be made, Converted or continued Continued if an Event of Default has occurred and is continuing;. (iiivi) if If any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and the Borrower Borrowers that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or take deposits of, Dollars in the applicable interbank market, then (A1) such Lender’s Applicable Percentage of the amount of such Borrowing shall be made as a Base Rate Advance of such Lender, (2) such Base Rate Advance shall be considered part of the same Borrowing and interest on such Base Rate Advance shall be due and payable at the same time that interest on the Eurodollar Advances comprising the remainder of such Borrowing shall be due and payable, and (3) any obligation of such Lender to make, continueContinue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender;. (ivvii) if If the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower Borrowers to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Representative and the applicable Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued made as a Base Rate Advance;. (vviii) if If the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that (A) the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, or (B) deposits are not being offered to banks in the applicable offshore interbank market for Dollars for the applicable amount and Interest Period of such Eurodollar Advance, then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders and the right of the Borrower Borrowers to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a Base Rate Advance;. (viix) if the If a Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower Representative and the applicable Lenders and such affected Advances will be made available to the applicable Borrower on the date of such Borrowing as Base Rate Eurodollar Advances andwith a one month Interest Period or, as to if such affected Advances are existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and. (viix) Swingline Advances may not be Converted or continuedContinued.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. (i) Notwithstanding anything in paragraphs (a) and (b) above: (i) , at no time shall there be more than six seven Interest Periods applicable to outstanding Eurodollar AdvancesLoans; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances Loans for any Revolving Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, shall notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances Loans or to fund or maintain Eurodollar AdvancesLoans, (A) any the obligation of such Lender to make, continue, make such Eurodollar Loan as part of the requested Revolving Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Revolving Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Revolving Borrowing or any subsequent Revolving Borrowing of Eurodollar Loans shall be made in the form of a ABR Loan, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Required Lenders shall notify the Administrative Agent is unable to determine that the Eurodollar LIBO Rate for Eurodollar Advances Loans comprising any requested such Revolving Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Loans, as the case may be, for such Revolving Borrowing, the right of the Borrower to select Eurodollar Advances Loans for such Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance Loan comprising such Revolving Borrowing shall be made, Converted or continued as a Base Rate Advance;an ABR Loan; and (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances Loans in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances Loans will be made available to the Borrower on the date of such Revolving Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Eurodollar Loans with an Interest Period then duration of one month or, in effect; and (vii) Swingline Advances may not be Converted or continuedthe case of continuation of an existing Loan, Convert into ABR Loans.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) in the case of LIBOR Advances each Borrowing shall be in an aggregate amount of not less than $2,000,000 or greater multiples of $100,000; (ii) except for Borrowings for the acquisition of Future Properties by the Borrower or its Subsidiary, the Borrower may not request Borrowings on more than three days in any calendar month. (iii) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar LIBOR Advances; (iiiv) without the consent of all of the Lenders, the Borrower may not select Eurodollar LIBOR Advances for any Borrowing to be made, Converted or continued if an Event of a Default has occurred and is continuing; (iiiv) if any Lender Bank shall, at least one Business Day any time prior to the requested date making of any requested Borrowing comprised of Eurodollar LIBOR Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation after the date hereof makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender Bank or its LIBOR Lending Office to perform its obligations under this Agreement to make Eurodollar LIBOR Advances or to fund or maintain Eurodollar LIBOR Advances, (A) any obligation then such Bank's Pro Rata Share of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Borrowing shall be suspended until made as a Base Rate Advance, provided that such Lender notifies Base Rate Advance shall be considered part of the Administrative Agent same Borrowing and interest on such Base Rate Advance shall be due and payable at the Borrower same time that interest on the circumstances giving rise to LIBOR Advances comprising the remainder of such determination no longer existBorrowing shall be due and payable; and (B) such Lender Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Bank, be otherwise be materially disadvantageous to such LenderBank; (ivvi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vivii) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the LIBOR for LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (viii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar LIBOR Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at Each Revolving Borrowing shall (A) be in an aggregate amount not less than $3,000,000 and in integral multiples of $1,000,000 in excess thereof in case of Eurodollar Advances and in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof in case of Base Rate Advances, (B) consist of Advances of the same Type made, Converted or continued on the same day by the Lenders according to their Applicable Percentage, and (C) denominated only in Dollars. (ii) At no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Advances;. (iiiii) without the consent of all of the Lenders, the The Borrower may not select Eurodollar Advances for any Revolving Borrowing to be made, Converted or continued if an a Default or Event of Default has occurred and is continuing;. (iiiiv) if If any Lender shall, at least one Business Day prior to the requested date of any Revolving Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or take deposits of, Dollars in the applicable interbank market, then (A1) such Lender’s Applicable Percentage of the amount of such Revolving Borrowing shall be made as a Base Rate Advance of such Lender, (2) such Base Rate Advance shall be considered part of the same Revolving Borrowing and interest on such Base Rate Advance shall be due and payable at the same time that interest on the Eurodollar Advances comprising the remainder of such Revolving Borrowing shall be due and payable, and (3) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Revolving Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender;. (ivv) if If the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Revolving Borrowing, the right of the Borrower to select Eurodollar Advances for such Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the applicable Lenders that the circumstances causing such suspension no longer exist, and each Revolving Advance comprising such Revolving Borrowing shall be made as a Base Rate Advance. (vi) If the Majority Lenders shall, at least one Business Day before the date of any requested Revolving Borrowing, notify the Administrative Agent that (A) the Eurodollar Rate for Eurodollar Advances comprising such Revolving Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Revolving Borrowing, or (B) deposits are not being offered to banks in the applicable offshore interbank market for Dollars for the applicable amount and Interest Period of such Eurodollar Advance, then the Administrative Agent shall give notice thereof to the Borrower and the Lenders and the right of the Borrower to select Eurodollar Advances for such Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Revolving Borrowing shall be made, Converted or continued made as a Base Rate Advance;. (vvii) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vi) if If the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the applicable Lenders and such affected Advances will be made available to the Borrower on the date of such Revolving Borrowing as Base Rate Advances andor, as to if such affected Advances are existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and. (viiviii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of at any time when a Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) aboveof this Section 2.03, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Rate Advances and no Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower Representative that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrowers to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower Borrowers to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Reference Rate Advance; (viv) if the Majority Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the Administrative Agent shall promptly notify the Borrower Representative and the right of the Borrower Borrowers to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance;; and (viv) if the a Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower Representative and the Lenders and such Advances will shall be made available to the applicable Borrower, as designated by the Borrower Representative, on the date of the Borrowing comprised of such Borrowing Advances as Base Reference Rate Advances andor, as to if existing Eurodollar Rate Advances, such Advances will be Converted shall Convert into Base Reference Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six nine (9) Interest Periods applicable to outstanding Eurodollar Advances, and the minimum aggregate amount of Eurodollar Advances with the same Interest Period shall be $1,000,000.00 and a multiple of $500,000.00 in excess thereof; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one (1) Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Revolving Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to make, fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender's portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Revolving Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one (1) Business Day before the date of any requested Revolving Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Eurodollar Advances andwith an Interest Period duration of one month or, as to in the case of a continuation of existing Eurodollar Advances, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six seven Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent such Bank shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiii) if the Agent is, in good faith after reasonable efforts, unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the Agent shall give written notice to the Borrower stating the reason for such determination and, after the giving of such notice, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (iv) if the Majority Banks shall in good faith, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended (and such notice shall also include the rationale for such suspension) until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to five outstanding Eurodollar Rate Advances; (ii) without if the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Advance, notify the Administrative Agent and the Borrower reasonably conclude that the introduction passage of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender the Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of such Lender the Borrower to make, continue, or Convert to, select Eurodollar Advances, including in connection with such requested Borrowing, Rate Advances shall be suspended until such Lender notifies the Administrative Agent and the Borrower Bank shall reasonably determine that the circumstances giving rise to causing such determination suspension no longer existexist (which the Bank agrees promptly to provide notice of to Borrower), and each subsequent Advance during such period shall be a Prime Rate Advance; (iii) if the Bank is unable, after the exercise of reasonable diligence, to determine the Eurodollar Rate for Eurodollar Rate Advances, the right of the Borrower to select Eurodollar Rate Advances shall be suspended until the Bank shall reasonably determine that the circumstances causing such suspension no longer exist (which the Bank agrees promptly to provide notice of to Borrower), and each subsequent Advance during such period shall be a Prime Rate Advance; and (B) such Lender provided, however, the Bank agrees to use commercially reasonable efforts (consistent with its internal policies policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation (1) would eliminate permit the restriction on such Lender described above, and (2) would not subject such Lender Bank to any unreimbursed cost or expense determine the Eurodollar Rate for Eurodollar Rate Advances and would not not, in the Bank's reasonable judgment, be otherwise be disadvantageous to such Lenderdisadvantageous; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders Bank shall, at least one Business Day before the date of any requested BorrowingAdvance, notify the Administrative Agent reasonably conclude that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders the Bank of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent Bank shall notify the Borrower and the Lenders reasonably determine that the circumstances causing such suspension no longer existexist (which the Bank agrees promptly to provide notice of to Borrower), and each subsequent Advance comprising during such Borrowing period shall be a Base Prime Rate Advance; (viv) if the Borrower shall fail fails to select the duration or continuation of any Interest Period for any Eurodollar Advances Rate Advance in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.2 and paragraph paragraphs (a) or and (b) above, the Administrative Agent Bank will forthwith so notify the Borrower and the Lenders and such Advances Advance will be made available to the Borrower on the date of such Borrowing as Base with a one-month Interest Period and if an existing Eurodollar Rate Advances Advance, continue with a one-month Interest Period; and (vi) if the Borrower fails to deliver a Notice of Conversion or Continuation prior to the end of an Interest Period for any existing Eurodollar Rate Advance which is to be refinanced, as to existing Advances, then the Borrower shall (unless such Advances will be Converted into Base Rate Advances Advance is repaid at the end of the an Interest Period then in effect; and (viiPeriod) Swingline Advances may not be Converted or continueddeemed to have given notice of an election to refinance such Advance with a Prime Rate Advance.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Rate Advances and Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the shall notify Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until Administrative Agent shall notify Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) aboveAppendix I, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above:: HOUSTON\2067330.8 -27- (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) aboveof this Section 2.03, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and (which notice the Borrower Administrative Agent shall promptly deliver to the Borrower) that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1i) would eliminate the restriction on such Lender described above, and (2ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesEurodollar Advance, such Advances will be Converted Convert into a Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvance.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, unlawful for such Lender or any of its Applicable Lending Office Offices to perform its obligations under this Agreement to make Eurodollar Advances Advances, or to fund or maintain Eurodollar Advances, (A) any obligation the right of the Borrowers to select Eurodollar Advances from such Lender to make, continue, for such Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender’s Revolving Advance for such Borrowing shall be a Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested BorrowingBorrowing and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrowers as soon as practicable, the right of the Borrower Borrowers to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make such Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (viv) if the Majority Lenders shall, by 11:00 a.m. (New York time) at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrowers as the case may be, for such Borrowingsoon as practicable, the right of the Borrower Borrowers to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Advance comprising such Borrowing shall be a Base Rate Advance; (viv) if the either Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower Borrowers and the Lenders and such Revolving Advances will be made available to the such Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesRevolving Advance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effectAdvances; and (viivi) Swingline Advances no Revolving Advance may not be Converted or continuedContinued as a Eurodollar Advance at any time when a Default or an Event of Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Majority Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time when a Default has occurred and is continuing; (iiiA) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender Bank or its Applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, subsequent Borrowing shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and each Advance comprising such Borrowing shall be a Base Rate Advance, and (B) such Lender Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Bank, be otherwise be disadvantageous to such LenderBank; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (v) if the Majority Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar AdvancesLoans; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances Loans for any Borrowing to be made, Converted or continued if an Event of at any time when a Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative DIP Agent is unable to determine the Eurodollar Rate for Eurodollar Advances Loans comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances Loans for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative DIP Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance Loan comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance;Loan; and (viv) if the Majority Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative DIP Agent that the Eurodollar Rate for Eurodollar Advances Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar AdvancesLoans, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances Loans for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative DIP Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance Loan comprising such Borrowing shall be a Base Rate Advance; (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedLoan.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar Advances which are Revolving Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iiiA) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or any of its Applicable Lending Office Offices to perform its obligations under this Agreement to make Eurodollar Advances Advances, or to fund or maintain Eurodollar Advances, (A) any obligation the right of the Company to select Eurodollar Advances from such Lender to make, continue, for such Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and such Lender's Advance for such Borrowing shall be a Base Rate Advance and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iviii) if the Administrative Agent is unable to determine the Eurodollar Reference Rate for Eurodollar Advances comprising any requested BorrowingBorrowing and the Administrative Agent gives telephonic or telecopy notice thereof to the Company as soon as practicable, the right of the Borrower Company to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make such Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Borrower Majority Lenders shall, by 11:00 a.m. (New York time) at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Reference Rate will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Company as soon as practicable, the right of the Borrowers to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (v) if the Company shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Conversion or Continuation or to specify the Type of Eurodollar Advance in a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Advances will be made available to the Borrower Borrowers on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances and will be Converted into Base Rate Advances at the end of the have an Interest Period then in effectof one month; and (viivi) Swingline Advances no Advance may not be Converted or continuedContinued as a Eurodollar Advance at any time when a Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six seven Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of any new law or regulation or any change in or in the interpretation of any Legal Requirement existing law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Agent that the circumstances causing such suspension no longer exist (which notice such Lender agrees to promptly provide), and each Advance comprising such Borrowing shall be a Base Rate Advance; (iii) if the Agent is, in good faith after reasonable efforts, unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the Agent shall give written notice to the Borrower stating the reason for such determination and, after the giving of such notice, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Majority Lenders shall in good faith, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended (and such notice shall also include the rationale for such suspension) until the Majority Lenders (through the Agent) shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist (which notice shall be promptly provided), and each Advance comprising such Borrowing shall be a Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six four Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if existing Eurodollar Rate Advances, such Advances will be Converted Convert into Base Reference Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) aboveof this Section 2.03, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six one Interest Periods Period applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if If any Lender shall, at least one (1) Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested LIBOR Loan, notify Conversion, or continuation, provide written notice to the Administrative Agent and the Borrower that the introduction of or any change Change in or in the interpretation of any Legal Requirement Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office applicable lending office to perform its obligations under this Agreement to make Eurodollar Advances LIBOR Loans or to fund or maintain Eurodollar AdvancesLIBOR Loans, (A) any obligation the Administrative Agent shall notify the Borrower thereof and the right of the Borrower to select LIBOR Loans from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Loan made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboverequested Loan, and (2) would not subject such Lender Conversion, or continuation shall be a Reference Rate Loan; provided that if a LIBOR Loan has been requested pursuant to any unreimbursed cost Utilization Request, Conversion or expense and would continuation but the affected LIBOR Loan has not otherwise been funded or continued, the Borrower may cancel such request by giving notice to the Administrative Agent thereof on the same date that the Borrower was notified by the Administrative Agent pursuant to this paragraph (a), subject to any amounts required to be disadvantageous to such Lenderpaid under Clause 13 (Break Costs), if any; (ivb) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar Advances LIBOR Loans comprising any requested BorrowingLIBOR Loan, the Administrative Agent shall notify the Borrower thereof within a reasonable time thereafter, and the right of the Borrower to select Eurodollar Advances LIBOR Loans for such Borrowing requested Loan or for any subsequent Borrowing requested Loan shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance Loan comprising such Borrowing requested LIBOR Loan shall be madea Reference Rate Loan; provided that if a LIBOR Loan has been requested pursuant to any Utilization Request, Converted Conversion or continued as a Base Rate Advance;continuation but the affected LIBOR Loan has not been funded or continued, the Borrower may cancel such request by giving notice to the Administrative Agent thereof on the same date that the Borrower was notified by the Administrative Agent pursuant to this paragraph (b), subject to any amounts required to be paid under Clause 13 (Break Costs), if any; and (vc) if the Majority Lenders shall, at least one (1) Business Day before the date of any requested Borrowing, notify the Administrative Agent and the Borrower that the Eurodollar Rate LIBOR (Reserve Adjusted) for Eurodollar Advances LIBOR Loans comprising such Borrowing requested Loan will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar AdvancesLIBOR Loans, as the case may be, for such Borrowingrequested Loan, the right of the Borrower to select Eurodollar Advances LIBOR Loans for such Borrowing requested Loan or for any subsequent Borrowing requested LIBOR Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance LIBOR Loan comprising such Borrowing requested Loan shall be a Base Reference Rate Advance;Loan; provided that if a LIBOR Loan has been requested pursuant to any Utilization Request, Conversion or continuation but the affected LIBOR Loan has not been funded or continued, the Borrower may cancel such request by giving notice to the Administrative Agent thereof on the same date that the Borrower was notified by the Majority Lenders or the Administrative Agent pursuant to this paragraph (c), subject to any amounts required to be paid under Clause 13 (Break Costs), if any. (vid) if the Borrower shall fail deliver a Selection Note to select the duration or continuation of any Interest Period for any Eurodollar Advances Administrative Agent in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph Clause 12.1 (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, Bank shall at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority Person asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine in good faith the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Reference Rate Advance; (viv) if the Majority Lenders Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance;; and (viv) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith shall so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted into Base Reference Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) Term Advances may only be Reference Rate Advances; (ii) at no time shall there be more than six three Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Advances for any Revolving Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Revolving Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender Bank or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveRevolving Borrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Revolving Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Revolving Borrowing shall be made, Converted or continued as a Base Reference Rate Advance; (v) if the Majority Lenders Banks shall, at least one Business Day before the date of any requested Revolving Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Revolving Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Revolving Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Revolving Borrowing shall be a Base Reference Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Revolving Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation -34- of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) aboveof this Section 2.03, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if an existing Advance, Convert into Reference Rate Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continued.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Swing Line Advances, then the Swing Line Advances shall bear interest at the Adjusted Base Rate (not giving effect to the Daily One-Month LIBOR limit thereon) plus the Applicable Margin for Base Rate Advances until the Administrative Agent is able to determine the Eurodollar Rate for Swing Line Advances; (v) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, then the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (vvi) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vivii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Borrower shall be deemed to have selected an Interest Period of one month’s duration; and (viii) if the Borrower shall fail to deliver a timely Notice of Continuation or Conversion with respect to a Borrowing comprised of Eurodollar Advances in accordance with paragraph (b) above prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid, at the end of such Interest Period such Borrowing shall be converted to a Borrowing comprised of Base Rate Advances, and the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedLenders.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Swing Line Advances, then the Swing Line Advances shall bear interest at the Adjusted Base Rate (not giving effect to the Daily One-Month LIBOR limit thereon) plus the Applicable Margin for Base Rate Advances until the Administrative Agent is able to determine the Eurodollar Rate for Swing Line Advances; (v) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, then the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (vvi) if the Majority Revolving Lenders (as to a Revolving Borrowing) or the Majority Term Lenders (as to a Term Borrowing) shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Revolving Lenders or the Term Lenders, as the case may be, that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (vivii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph (a) or (b) above, the Borrower shall be deemed to have selected an Interest Period of one month’s duration; and (viii) if the Borrower shall fail to deliver a timely Notice of Continuation or Conversion with respect to a Borrowing comprised of Eurodollar Advances in accordance with paragraph (b) above prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid, at the end of such Interest Period such Borrowing shall be converted to a Borrowing comprised of Base Rate Advances, and the Administrative Agent will shall forthwith so notify the Borrower and the Revolving Lenders and such Advances will be made available to (in the Borrower on case of a Revolving Borrowing) or the date Term Lenders (in the case of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances will be Converted into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continueda Term Borrowing).

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six four Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Reference Rate Advances andor, as to if existing Eurodollar Rate Advances, such Advances will be Converted Convert into Base Reference Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar AdvancesLoans; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iiiA) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or any of its Applicable Lending Office Offices to perform its obligations under this Agreement to make Eurodollar Advances Loans, or to fund or maintain Eurodollar AdvancesLoans, (A) any obligation the right of the Borrower to select Eurodollar Loans from such Lender to make, continue, for such Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and such Lender's Loan for such Borrowing shall be a Base Rate Loan and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested BorrowingBorrowing and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as soon as practicable, the right of the Borrower to select Eurodollar Advances Loans for such requested Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make such Eurodollar Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances (A) if the Required Lenders shall, by 11:00 a.m. (New York time) at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Loans and the Administrative Agent gives telephonic or telecopy notice thereof to the Borrower as soon as practicable, the right of the Borrower to select Eurodollar Loans for such Borrowing or for any subsequent Borrowing and the obligation of the Lenders to make Eurodollar Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance Loan comprising such Borrowing shall be a Base Rate AdvanceLoan, and (B) each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender; (viv) if the Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Advances Loans in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1 and paragraph paragraphs (a) or and (b) aboveabove or shall fail to deliver a Notice of Conversion or Continuation or to specify the Interest Period for a Eurodollar Loan in a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances Loans will be made available to the Borrower on the date of such Borrowing as Base Rate Advances and, as to existing Advances, such Advances and will be Converted into Base Rate Advances at the end of the have an Interest Period then in effectof one month; and (viivi) Swingline Advances no Loan may not be Converted or continuedContinued as a Eurodollar Loan at any time when a Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (viiv) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six eight Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of any Legal Requirement after the date hereof, or any change in or in the interpretation of any Legal Requirement as in effect on the date hereof, makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Reference Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Reference Rate Advance; (viiv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Eurodollar Rate Advances andwith an Interest Period of one month or, if an existing Advance, Convert into Reference Rate Advances; (vi) no Borrowing may be made as, continued as to existing Advancesor Converted into, such Advances will be Converted into Base Eurodollar Rate Advances at the end of the Interest Period then in effectany time that a Default has occurred and is continuing; and (vii) Swingline Notwithstanding anything to the contrary in clauses (ii), (iii), and (iv) above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) or the Majority Lenders notify the Administrative Agent that the Majority Lenders have made the determination, that (A) the circumstances described in clause (ii), (iii) or (iv) have arisen and that such circumstances are unlikely to be temporary, (B) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or (C) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable (in consultation with the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (1) an event described in clause (ii), (iii), (iv), (vii)(A), (vii)(B), or (vii)(C) occurs with respect to the Replacement Rate or (2) the Administrative Agent (or the Majority Lenders through the Administrative Agent) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Advances bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this clause (vii). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 9.03), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Majority Lenders, with each such notice stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (vii), the Replacement Rate shall be Converted applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or continuedconsultation with, any of the Lenders).

Certain Limitations. Notwithstanding anything in paragraphs clauses (a) and (b) above: (i) at no time shall there be more than six twelve Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender Bank or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Majority Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or clause (b) aboveof this Section 2.3, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if at any time when an Event of Default has occurred and is continuing; (iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, shall notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any the obligation of such Lender to make, continue, make such Eurodollar Advance as part of the requested Borrowing or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, for any subsequent Borrowing shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; exist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of Eurodollar Advances shall be made in the form of a Base Rate Advance, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate avoid the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense effect of this paragraph and would not not, in the reasonable judgment of such Lender, be otherwise be disadvantageous to such Lender; (iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, shall notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;; and (vi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” Period in Section 1.1 and paragraph paragraphs (a) or and (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Eurodollar Advances andwith an interest period duration of one month or, as to in the case of continuation of an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above: (i) at no time shall there be more than six twelve Interest Periods applicable to outstanding Eurodollar Rate Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing; (iii) if any Lender Bank shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender Bank or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) any obligation the right of the Borrower to select Eurodollar Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, Bank shall be suspended until such Lender notifies Bank shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making Bank in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Majority Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders Banks and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if an existing AdvancesAdvance, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effect; and (vii) Swingline Advances may not be Converted or continuedAdvances.

Certain Limitations. Notwithstanding anything in to the contrary contained m paragraphs (a) and (b) above: (i) at no time shall there be more than six five (5) Interest Periods applicable to outstanding Eurodollar Advances; (ii) without the consent of all of the Lenders, Libor Rate Advances and the Borrower may not select Eurodollar Libor Rate Advances for any Borrowing to be made, Converted or continued if an Event of at any time that a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day prior to before the requested date of any Borrowing comprised of Eurodollar Advancesrequested Borrowing, Conversion, or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Libor Lending Office to perform its obligations under this Agreement to make Eurodollar Libor Rate Advances or to fund or maintain Eurodollar Libor Rate Advances, (A) any obligation the right of the Borrower to select Libor Rate Advances from such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies shall notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist; , and (B) the Advance made by such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such designation (1) would eliminate the restriction on such Lender described aboveBorrowing, and (2) would not subject such Lender to any unreimbursed cost Conversion, or expense and would not otherwise continuation shall be disadvantageous to such Lendera Base Rate Advance; (iviii) if the Administrative Agent is unable to determine the Eurodollar Libor Rate for Eurodollar Libor Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Libor Rate Advance; (v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (viiv) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Libor Rate for Libor Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Libor Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Libor Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Libor Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 1.01 and paragraph (a) or (b) above, the Administrative Agent will shall forthwith so notify the Borrower and the Lenders and such Advances will shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances andor, as to if existing Libor Rate Advances, such Advances will be Converted Convert into Base Rate Advances at the end of the Interest Period then in effectAdvances; and (viivi) Swingline Advances the Borrower may not request a Libor Rate Advance if the Libor Rate applicable thereto would be Converted or continuedless than (a) during the first twelve (12) months following the Closing Date, 5.0%, and (b) thereafter, 4.5%.