Common use of Availability of Types of Advances Clause in Contracts

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) prior to the first day of any applicable Interest Period, the Required Lenders determine that (i) deposits of a type and maturity appropriate to match match-fund Eurodollar Advances Loans are not available or (ii) the interest rate applicable to any Eurodollar Advances Loans does not accurately reflect the cost of making or maintaining such Eurodollar AdvancesLoans, then (ia) in the obligation case of any clause (x) above, such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall promptly notify the Borrower and the Administrative Agent and, so long as such circumstances shall continue, (i) such Lender shall have no obligation to make Eurodollar Loans or convert Floating Rate Loans into Eurodollar Loans (but shall make Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Lenders that which are not so affected, in each case in an amount equal to such Lender’s share of all Eurodollar Loans which would be made or converted into at such time in the circumstances causing absence of such suspension no longer exist circumstances) and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable current Interest Period for each Eurodollar Loan of such Lender (or or, in any event, on such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to may be required by the Administrative Agentrelevant law, regulation or interpretation), be such Eurodollar Loan shall, unless then paid in full, automatically converted into convert to a Floating Rate Loans. If Loan, and (b) in the obligation case of any Lender to makeclause (y) above, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify suspend the applicable Borrower availability of future Eurodollar Advances and the Lenders that the circumstances causing such suspension no longer existany requested borrowing of, (i) all Loans that would otherwise be made by such Lender as conversion into or continuation of a Eurodollar Loans Advance shall instead be made as as, remain or be converted into a Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Advance. Each Floating Rate Loans Loan made pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments a) above shall remain outstanding for the same period as the Eurodollar Advance of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to which such Floating Rate Loans of Loan would be a part absent the circumstances described in such Lenderclause (a).

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders reasonably and in good faith determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Committed Advances bearing interest at a Fixed Rate are not available or (ii) solely in the case of a Eurocurrency Committed Advance denominated in an Alternative Currency, the interest rate applicable to Eurodollar Advances such Committed Advance does not accurately reflect the funding cost of making or maintaining Eurodollar Advancessuch Committed Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent shall be suspended (subject forthwith give notice thereof to the following paragraph of this Section 3.3) Company and the Lenders, whereupon until the Administrative Agent shall notify notifies the Borrower and the Lenders Company that the circumstances causing giving rise to such suspension no longer exist exist, the obligations of the Lenders to make Fixed CD Rate Loans or Eurocurrency Loans (in the affected currency), or to convert outstanding Loans into such Loans or continue outstanding Loans as such Loans for an additional Interest Period, shall be suspended and (iii) all Eurodollar Loans of such any affected Lender then outstanding shall, Committed Advance denominated in Dollars shall be converted into a Floating Rate Advance on the last day of the then applicable current Interest Period applicable thereto, (ii) any affected Committed Advance denominated in Dollars for which a Committed Borrowing Notice has previously been given shall instead be made as a Floating Rate Advance, unless the Borrower elects not to borrow such Advance by giving one Business Day's notice to the Administrative Agent to such effect, (iii) any affected outstanding Committed Advance denominated in an Alternative Currency shall mature and be due and payable on the last day of the then current Interest Period applicable thereto and (iv) any affected Eurocurrency Advance denominated in an Alternative Currency for which a Committed Borrowing Notice or a Competitive Bid Borrowing Notice has previously been given shall be canceled. Nothing in this Section 3.3 shall affect any right of the Borrower to borrow or convert outstanding Loans into Loans of a Type not affected by the circumstances described above under and in accordance with the other applicable provisions of this Agreement. If any Lender determines that maintenance of any of its Eurocurrency Loans would violate any applicable law, rule, regulation or directive, whether or not having the force of law, then such Lender may by notice to the Company, through the Administrative Agent, require that such Eurocurrency Loans be converted to an unaffected Type of Loan on the last day of the then current Interest Period applicable thereto, if such Lender may lawfully maintain such Loan to such date, or on such earlier date as such affected Lender shall designate upon may require if it is not less than five Business Days’ prior written notice able lawfully to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing maintain such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied Loan to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderdate.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i)) of this paragraph, all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. If any Lender reasonably determines that maintenance of its Eurodollar Loans or Multicurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required U.S. Lenders with respect to Eurodollar Loans or the Required Euro Revolving Credit Lenders with respect to any Multicurrency Loan to any Foreign Subsidiary Borrower determine that (i) deposits of a currency, type and maturity appropriate to match fund Eurodollar Advances or Eurocurrency Loans are not available or (ii) the interest rate applicable to a Eurocurrency Loan or Eurodollar Advances Loan does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch Loans, then (i) the obligation Agent shall suspend the availability of the affected Type of Loans and require any such Loans of the affected Lender Type to makebe repaid at the end of the Interest Period for the affected Loan. Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with respect to any Advance in any Agreed Currency other than Dollars, continue if there shall occur on or convert Loans into Eurodollar Loans shall be suspended (subject prior to the following paragraph date of this Section 3.3) until such Advance any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the Administrative reasonable opinion of the Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising such Advance to be denominated in the Agreed Currency specified by a Borrower, then the Agent shall notify the forthwith give notice thereof to such Borrower and the Lenders that the circumstances causing Lenders, and such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead not be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lendermade.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans or Multicurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required U.S. Lenders with respect to Eurodollar Loans or the majority (by amount) of Multicurrency Lenders with respect to any Multicurrency Loan to any Foreign Subsidiary Borrower determine that (i) deposits of a currency, type and maturity appropriate to match fund Eurodollar Advances or Eurocurrency Loans are not available or (ii) the interest rate applicable to a Eurocurrency Loan or Eurodollar Advances Loan does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch Loans, then (i) the obligation Agent shall suspend the availability of the affected Type of Loans and require any such Loans of the affected Lender Type to makebe repaid at the end of the Interest Period for the affected Loan. Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with respect to any Advance in any Agreed Currency other than Dollars, continue if there shall occur on or convert Loans into Eurodollar Loans shall be suspended (subject prior to the following paragraph date of this Section 3.3) until such Advance any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the Administrative reasonable opinion of the Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising such Advance to be denominated in the Agreed Currency specified by a borrower, then the Agent shall notify the forthwith give notice thereof to such Borrower and the Lenders that the circumstances causing Lenders, and such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead not be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lendermade.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (ia) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (iib) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Reference Rate, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4. If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Lenders Administrative Agent shall reasonably determine that it is not possible to determine the circumstances causing Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Reference Rate for such suspension no longer exist Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Reference Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance at the Alternate Base Rate and (ii) all if such Advance shall be requested in any Foreign Currency, the Eurodollar Loans Reference Rate shall be equal to the cost to each Lender to fund its pro rata share of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period Eurocurrency Advance (or such earlier date from whatever source and using whatever methodologies as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agentmay select in its reasonable discretion), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders reasonably and in good faith determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Eurocurrency Committed Advances are not available or (ii) no reasonable basis exists for determining the interest rate applicable thereto, or (ii) solely in the case of a Eurocurrency Committed Advance denominated in an Alternative Currency, the interest applicable to Eurodollar Advances such Committed Advance does not accurately reflect the funding cost of making or maintaining Eurodollar Advancessuch Committed Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent shall be suspended (subject forthwith give notice thereof to the following paragraph of this Section 3.3) Company and the Lenders, whereupon until the Administrative Agent shall notify notifies the Borrower and the Lenders Company that the circumstances causing giving rise to such suspension no longer exist exist, the obligations of the Lenders to make Eurocurrency Loans (in the affected currency), or to convert outstanding Loans into such Loans or continue outstanding Loans as such Loans for an additional Interest Period, shall be suspended and (iii) all Eurodollar Loans of such any affected Lender then outstanding shall, Eurocurrency Committed Advance denominated in Dollars shall be converted into a Floating Rate Advance on the last day of the then applicable current Interest Period applicable thereto, (ii) any affected Eurocurrency Committed Advance denominated in Dollars for which a Committed Borrowing Notice has previously been given shall instead be made as a Floating Rate Advance, unless the Borrower elects not to borrow such Advance by giving one Business Day's notice to the Administrative Agent to such effect, (iii) any affected outstanding Eurocurrency Committed Advance denominated in an Alternative Currency shall mature and be due and payable on the last day of the then current Interest Period applicable thereto and (iv) any affected Eurocurrency Advance denominated in an Alternative Currency for which a Committed Borrowing Notice or a Competitive Bid Borrowing Notice has previously been given shall be canceled. Nothing in this Section 3.03 shall affect any right of the Borrower to borrow or convert outstanding Loans into Loans of a Type not affected by the circumstances described above under and in accordance with the other applicable provisions of this Agreement. If any Lender determines that maintenance of any of its Eurocurrency Loans would violate any applicable law, rule, regulation or directive, whether or not having the force of law, then such Lender may by notice to the Company, through the Administrative Agent, require that such Eurocurrency Loans be converted to an unaffected Type of Loan on the last day of the then current Interest Period applicable thereto, if such Lender may lawfully maintain such Loan to such date, or on such earlier date as such affected Lender shall designate upon may require if it is not less than five Business Days’ prior written notice able lawfully to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing maintain such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied Loan to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderdate.

Availability of Types of Advances. If any Lender in good faith determines that maintenance of any of its Eurodollar LIBOR Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, such Lender shall promptly notify the Administrative Agent thereof and the Administrative Agent shall, with written notice to Borrower, suspend the availability of LIBOR Rate Advances and require any LIBOR Rate Advances to be repaid; or if the Required Lenders in good faith determine that (i) deposits of a type and or maturity appropriate to match fund Eurodollar LIBOR Rate Advances are not available available, the Administrative Agent shall, with written notice to Borrower, suspend the availability of LIBOR Rate Advances with respect to any LIBOR Rate Advances made after the date of any such determination, or (ii) the an interest rate applicable to Eurodollar Advances a LIBOR Rate Advance does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a LIBOR Rate Advance, then (i) then, if for any reason whatsoever the obligation provisions of Section 3.1 are inapplicable, the Administrative Agent shall, with written notice to Borrower, suspend the availability of any LIBOR Rate Advances made after the date of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loansdetermination. If the obligation of any Lender Borrower is required to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer existso repay a LIBOR Rate Advance, (ia) all Loans that would otherwise be made by with respect to Revolving Advances, the Borrower may concurrently with such Lender as Eurodollar Loans shall instead be made as repayment borrow from the Revolving Lenders, in the amount of such repayment, a Revolving Advance bearing interest at the Floating Rate Loans and (iib) with respect to the extent that Eurodollar Loans of Term Advances, such Lender have been LIBOR Rate Advances shall be converted into to Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (ia) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (iib) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Reference Rate, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4. If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Lenders Administrative Agent shall reasonably determine that it is not possible to determine the circumstances causing Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Reference Rate for such suspension no longer exist Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Reference Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance at the Alternate Base Rate and (ii) all Eurodollar Loans if such Advance shall be requested in any Foreign Currency, the Eurocurrency Reference Rate shall be equal to the cost to each Lender to fund its pro rata share of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period Eurocurrency Advance (or such earlier date from whatever source and using whatever methodologies as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agentmay select in its reasonable discretion), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. If any Lender in good faith determines that maintenance of any of its Eurodollar LIBOR Rate LoansTerm SOFR Loans and/or Daily Simple SOFR Loans, as applicable, at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if such Lender shall promptly notify the Required Lenders determine that (i) deposits Administrative Agent thereof and the Administrative Agent shall, with written notice to Borrower, suspend the availability of a type and maturity appropriate to match fund Eurodollar LIBOR RateTerm SOFR Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar and/or Daily Simple SOFR Advances, then (i) as applicable, and require any LIBOR Ratesuch suspended Term SOFR Advances and/or Daily Simple SOFR Advances, as applicable, to be repaid, then, if for any reason whatsoever the obligation provisions of Section 3.1 are inapplicable, the Administrative Agent shall, with written notice to Borrower, suspend the availability of any LIBOR RateTerm SOFR Advances and/or Daily Simple SOFR Advances, as applicable, made after the date of any such affected Lender determination. If the Borrower is required to makeso repay a LIBOR RateSOFR Advance, continue or convert Loans into Eurodollar Loans shall be suspended (a) with respect to Revolving Advances, the Borrower may concurrently with such repayment borrow from the Revolving Lenders, in the amount of such repayment, a Revolving Advance bearing interest atby reference to (X) Adjusted Daily Simple SOFR, so long as Adjusted Daily Simple SOFR is not also the subject to the following paragraph of this Section 3.33.3(a) until or (Y) the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist Floating Rate and (iib) all Eurodollar Loans with respect to Term Advances, such LIBOR RateSOFR Advances shall be converted to (X) Daily Simple SOFR Advances, so long as Adjusted Daily Simple SOFR is not also the subject of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period this Section 3.3(a) or (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Y) Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate Change in Law shall make it unlawful or impossible for any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Lender to make, continue maintain or convert Loans into fund any Eurodollar Loans Loan and such Lender shall be suspended (subject to so notify the following paragraph of this Section 3.3) until Agent, the Administrative Agent shall notify promptly give notice thereof to the Borrower and the Lenders other Lenders, whereupon until such Lender notifies the Agent and the Borrower that the circumstances causing giving rise to such suspension no longer exist and (ii) all Eurodollar Loans exist, the obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Advance, such Lender's Loan shall be made as a Floating Rate Loan as part of the same Advance for the same Interest Period and if the affected Lender Eurodollar Loan is then outstanding shalloutstanding, such Loan shall be converted to a Floating Rate Loan either (i) on the last day of the then applicable current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Loan to such date or (or ii) immediately if such earlier date as Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall designate upon not less than five Business Days’ shall, prior written to giving such notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If designate a different Lending Installation if such designation would avoid the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless need for giving such notice and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing if such suspension no longer exist, (i) all Loans that designation would not otherwise be made by disadvantageous to such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to in the extent that Eurodollar Loans good faith exercise of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderits discretion.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (ia) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (iib) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Reference Rate, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section ‎3.4. If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Lenders Administrative Agent shall reasonably determine that it is not possible to determine the circumstances causing Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Reference Rate for such suspension no longer exist Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Reference Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance at the Alternate Base Rate and (ii) all if such Advance shall be requested in any Foreign Currency, the Eurodollar Loans Reference Rate shall be equal to the cost to each Lender to fund its pro rata share of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period Eurocurrency Advance (or such earlier date from whatever source and using whatever methodologies as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agentmay select in its reasonable discretion), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. If at the time that the Administrative Agent shall seek to determine the applicable Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, such applicable Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Base Rate for such Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Base Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance and (ii) if such Advance shall be requested in any Foreign Currency, the Eurocurrency Base Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “COF Rate”). If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (i) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Base Rate, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent shall be suspended (subject give notice thereof to the following paragraph of this Section 3.3) Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall notify notifies the Borrower Company and the Lenders that the circumstances causing giving rise to such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans any Conversion/Continuation Notice that would otherwise requests the conversion of any Revolving Borrowing to, or continuation of any Advance as, a Eurocurrency Advance in the applicable currency or for the applicable Interest Period, as the case may be, shall be made by ineffective, (ii) if any Borrowing Notice requests a Eurocurrency Advance in Dollars, such Lender as Eurodollar Loans Advance shall instead be made as a Floating Rate Loans Advance and (iiiii) to if any Borrowing Notice requests a Eurocurrency Advance in a Foreign Currency, then the extent that Eurodollar Loans of Eurocurrency Base Rate for such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender Eurocurrency Advance shall be applied instead to such Floating Rate Loans of such Lenderthe COF Rate.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) prior to the first day of the applicable Interest Period, the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (ia) in the obligation case of any clause (x) above, such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall promptly notify the Borrower and the Administrative Agent and, so long as such circumstances shall continue, (i) such Lender shall have no obligation to make Eurodollar Loans or convert Floating Rate Loans into Eurodollar Loans (but shall make Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Lenders that which are not so affected, in each case in an amount equal to such Lender’s share of all Eurodollar Loans which would be made or converted into at such time in the circumstances causing absence of such suspension no longer exist circumstances) and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable current Interest Period for each Eurodollar Loan of such Lender (or or, in any event, on such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to may be required by the Administrative Agentrelevant law, regulation or interpretation), be such Eurodollar Loan shall, unless then paid in full, automatically converted into convert to a Floating Rate Loans. If Loan, and (b) in the obligation case of any Lender to makeclause (y) above, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify suspend the applicable Borrower availability of future Eurodollar Advances and the Lenders that the circumstances causing such suspension no longer existany requested borrowing of, (i) all Loans that would otherwise be made by such Lender as conversion into or continuation of a Eurodollar Loans Advance shall instead be made as as, remain or be converted into a Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Advance. Each Floating Rate Loans Loan made pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments a) above shall remain outstanding for the same period as the Eurodollar Advance of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to which such Floating Rate Loans of Loan would be a part absent the circumstances described in such Lenderclause (a).

Availability of Types of Advances. If any Lender reasonably determines that maintenance of any of its Eurodollar Ratable Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, the Administrative Agent shall suspend the availability of Eurodollar Ratable Advances and require any Eurodollar Ratable Advances be repaid or if be promptly converted to an Alternate Base Rate Advance, subject to the payment of any funding indemnification amounts pursuant to Section 3.4, but without either Borrower incurring additional cost or penalty. If the Required Lenders determine that (ia) deposits of a type and or maturity appropriate to match fund Eurodollar Ratable Advances are not available available, or (iib) the interest rate applicable to a Eurodollar Advances Ratable Advance does not accurately reflect the cost of making or maintaining a Eurodollar AdvancesRatable Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower and availability of the Lenders Eurodollar Ratable Advance with respect to any Ratable Advances made after the date of any such determination until such time that neither such condition remains applicable. If any Lender determines that maintenance of any of its Eurodollar Bid Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the circumstances causing force of law, such suspension no longer exist and (ii) all Eurodollar Loans Lender may suspend the availability of such affected Lender then outstanding shallEurodollar Bid Rate Loan and require such Eurodollar Bid Rate Loan to be repaid, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice subject to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation payment of any Lender to make, continue or convert into Eurodollar Loans has been suspended funding indemnification amounts pursuant to the preceding paragraphSection 3.4, then, unless and until the Administrative Agent shall notify but without the applicable Borrower incurring additional cost or penalty, or make such other arrangement as such Lender and the Lenders applicable Borrower may deem appropriate; provided, however, that the circumstances causing any such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as event shall not affect any other Lender's outstanding Eurodollar Loans shall instead be made as Floating Bid Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderLoans.

Availability of Types of Advances. (a) If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulationLaw has made it unlawful, or directivethat any Governmental Authority has asserted that it is unlawful, whether for any Lender or not having the force of lawits applicable lending office to make, maintain, or if fund Advances whose interest is determined by reference to the Required Lenders Eurodollar Base Rate, or to determine that or charge interest rates based upon the Eurodollar Base Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon notice thereof by such Lender to the Borrower (ithrough the Administrative Agent), (a) deposits any obligation of a type and maturity appropriate such Lender to match fund make or continue Eurodollar Advances are not available or to convert Alternate Base Rate Advances to Eurodollar Advances shall be suspended, and (iib) if such notice asserts the illegality of such Lender making or maintaining Alternate Base Rate Advances the interest rate applicable on which is determined by reference to the Eurodollar Base Rate component of the Alternate Base Rate, the interest rate on which Alternate Base Rate Advances does not accurately reflect of such Lender shall, if necessary to avoid such illegality, be determined by the cost Administrative Agent without reference to the Eurodollar Base Rate component of making or maintaining Eurodollar Advancesthe Alternate Base Rate, then in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the obligation Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Advances of any such affected Lender to makeAlternate Base Rate Advances (the interest rate on which Alternate Base Rate Advances of such Lender shall, continue or convert Loans into Eurodollar Loans shall if necessary to avoid such illegality, be suspended (subject to the following paragraph of this Section 3.3) until determined by the Administrative Agent shall notify without reference to the Borrower and Eurodollar Base Rate component of the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shallAlternate Base Rate), either on the last day of the then applicable Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Advances and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Base Rate, the Administrative Agent shall during the period of such earlier date as suspension compute the Alternate Base Rate applicable to such affected Lender shall designate upon not less than five Business Days’ prior written notice without reference to the Administrative Agent), be automatically converted into Floating Eurodollar Base Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and component thereof until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made is advised in writing by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of it is no longer illegal for such Lender have been converted into Floating Rate Loans to determine or charge interest rates based upon the Eurodollar Base Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderSection 3.4.

Availability of Types of Advances. 12660163v2 . If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (ia) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (iib) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Reference Rate, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section ‎3.4. If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Lenders Administrative Agent shall reasonably determine that it is not possible to determine the circumstances causing Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Reference Rate for such suspension no longer exist Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Reference Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance at the Alternate Base Rate and (ii) all Eurodollar Loans if such Advance shall be requested in any Foreign Currency, the Eurocurrency Reference Rate shall be equal to the cost to each Lender to fund its pro rata share of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period Eurocurrency Advance (or such earlier date from whatever source and using whatever methodologies as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agentmay select in its reasonable discretion), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. If at the time that the Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Base Rate for such Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Eurocurrency Base Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance and (ii) if such Advance shall be requested in any Foreign Currency, the Eurocurrency Base Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “COF Rate”). If any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, then the Agent shall suspend the availability of Eurocurrency Advances (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist exist) and (ii) all Eurodollar Loans of such require any affected Lender then outstanding shallEurocurrency Advances to be repaid or converted to Floating Rate Advances, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice subject to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation payment of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made funding indemnification amounts required by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderSection 3.4.

Availability of Types of Advances. If any Lender in good faith determines that maintenance of any of its Eurodollar LIBOR Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, such Lender shall promptly notify the Administrative Agent thereof and the Administrative Agent shall, with written notice to Borrower, suspend the availability of LIBOR Rate Advances and require any LIBOR Rate Advances to be repaid; or if the Required Lenders in good faith determine that (i) deposits of a type and or maturity appropriate to match fund Eurodollar LIBOR Rate Advances are not available available, the Administrative Agent shall, with written notice to Borrower, suspend the availability of LIBOR Rate Advances with respect to any LIBOR Rate Advances made after the date of any such determination, or (ii) the an interest rate applicable to Eurodollar Advances a LIBOR Rate Advance does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a LIBOR Rate Advance, then (i) then, if for any reason whatsoever the obligation provisions of Section 3.1 are inapplicable, the Administrative Agent shall, with written notice to Borrower, suspend the availability of any LIBOR Rate Advances made after the date of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loansdetermination. If the obligation of any Lender Borrower is required to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer existso repay a LIBOR Rate Advance, (ia) all Loans that would otherwise be made by with respect to Revolving Advances, the Borrower may concurrently with such Lender as Eurodollar Loans shall instead be made as repayment borrow from the Lenders, in the amount of such repayment, a Loan bearing interest at the Floating Rate Loans and (iib) with respect to the extent that Eurodollar Loans of Term Advances, such Lender have been LIBOR Rate Advances shall be converted into to Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable lawIf, ruleafter the date hereof, regulationthe introduction of, or directiveany change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR or Adjusted Term SOFR, such Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject promptly give notice thereof to the following paragraph of this Section 3.3) until Administrative Agent and the Administrative Agent shall notify promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances causing giving rise to such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension determination no longer exist, (i) all Loans that would otherwise any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the extent that Eurodollar Administrative Agent), prepay or, if applicable, convert all SOFR Loans of such Lender have been converted into to Floating Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”), on the Payment Date therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderSection 3.4.

Availability of Types of Advances. If (i) any Lender determines determines, or any Governmental Authority has asserted, that maintenance of its making, funding or maintaining Loans whose interest is determined by reference to the Eurodollar Loans Base Rate at a suitable Lending Installation Installation, or determining or charging interest rates based on the Eurodollar Base Rate, would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, enacted or if imposed after the date of this Agreement, (ii) any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, (iii) the Required Lenders determine that (ia) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (iib) the interest rate applicable to Eurodollar Advances a Type of Advance does not accurately reflect the cost of making or maintaining such Advance or (iv) the Administrative Agent determines that adequate and reasonable means do not exist for determining the Eurodollar AdvancesBase Rate, then the Administrative Agent shall suspend the availability of the affected Type of Advance (i) or, if such notice asserts the obligation illegality of any such affected Lender determining or charging interest rates based upon the Eurodollar Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject such Lender without reference to the following paragraph of this Section 3.3) Eurodollar Base Rate component thereof until the Administrative Agent shall notify the Borrower and the Lenders is advised in writing by such Lender that the circumstances causing such suspension it is no longer exist illegal for such Lender to determine or charge interest rates based upon the Eurodollar Base Rate) and, in the case of clauses (i) and (ii) all ), require any affected Eurodollar Loans of such affected Lender then outstanding shallAdvances to be repaid or converted to Floating Rate Advances, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice subject to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation payment of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made funding indemnification amounts required by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.Section 3.4. .CHAR1\1170499v7

Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, (ii) prior to the commencement of any Interest Period for a Fixed Rate Advance, the Global Administrative Agent determines (which determination shall be conclusive and binding absent demonstrable error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or if LIBOR, as applicable (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), for a Loan for the applicable Interest Period or (iii) the Required Lenders with respect to Fixed Rate Advances determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances are not available or (iiy) the interest rate rate, Eurodollar Rate or LIBOR applicable to Eurodollar Advances a Fixed Rate Advance does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Global Administrative Agent shall notify give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Global Administrative Agent notifies the Borrowers and the Lenders that the circumstances causing giving rise to such suspension notice no longer exist (which notice shall be given by the Global Administrative Agent promptly after such circumstances cease to exist), (A) the availability of Fixed Rate Advances of the affected Type shall be suspended and (iiB) all Eurodollar Loans of such affected Lender then outstanding shall, on in the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation case of any Lender to makeoccurrence set forth in clause (i) above, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Global Administrative Agent shall notify require any affected Fixed Rate Advances to be repaid or, in the case of Eurodollar Rate Loans, at the option of the applicable Borrower and the Lenders that the circumstances causing such suspension no longer existU.S. Borrower, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating converted to Base Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. If the Required Lenders reasonably and in good faith determine that (i) deposits of a type and vances maturity appropriate to match fund Committed Advances bearing interest at a Fixed Rate are not available or (ii) solely in the case of a Eurocurrency Committed Advance denominated in an Alternative Currency, the interest applicable to such Committed Advance does not accurately reflect the funding cost of such Committed Advance, then the Administrative Agent shall forthwith give notice thereof to the Company and the Lenders, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Fixed CD Rate Loans or Eurocurrency Loans (in the affected currency), or to convert outstanding Loans into such Loans or continue outstanding Loans as such Loans for an additional Interest Period, shall be suspended and (i) any affected outstanding Committed Advance denominated in Dollars shall be converted into a Floating Rate Advance on the last day of the then current Interest Period applicable thereto, (ii) any affected Committed Advance denominated in Dollars for which a Committed Borrowing Notice has previously been given shall instead be made as a Floating Rate Advance, unless the Borrower elects not to borrow such Advance by giving one Business Day's notice to the Administrative Agent to such effect, (iii) any affected outstanding Committed Advance denominated in an Alternative Currency shall mature and be due and payable on the last day of the then current Interest Period applicable thereto and (iv) any affected Eurocurrency Advance denominated in an Alternative Currency for which a Committed Borrowing Notice or a Competitive Bid Borrowing Notice has previously been given shall be canceled. Nothing in this Section 3.3 shall affect any right of the Borrower to borrow or convert outstanding Loans into Loans of a Type not affected by the circumstances described above under and in accordance with the other applicable provisions of this Agreement. If any Lender determines that maintenance of any of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject may by notice to the following paragraph of this Section 3.3) until Company, through the Administrative Agent shall notify the Borrower and the Lenders Agent, require that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Eurocurrency Loans be converted to an unaffected Type of such affected Lender then outstanding shall, Loan on the last day of the then applicable current Interest Period (applicable thereto, if such Lender may lawfully maintain such Loan to such date, or on such earlier date as such affected Lender shall designate upon may require if it is not less than five Business Days’ prior written notice able lawfully to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing maintain such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied Loan to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderdate.