Common use of Certain Limitations Clause in Contracts

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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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

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 Rate Advances and Advances; (ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a to be made, Converted or continued if an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before prior to the requested date of any requested Borrowing, Conversion, or continuationBorrowing 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 law or regulation 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, the right (A) any obligation 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 shall notify notifies the Administrative Agent and the Borrower that the circumstances causing giving rise to such suspension 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 the Advance made by (2) would not subject such Lender in respect of to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Borrowing, Conversion, or continuation shall be a Reference Rate AdvanceLender; (iiiiv) 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 Reference Base Rate Advance; (iv) 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 (vvi) 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 ofof “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) [Reserved]; (ii) [Reserved]; (iii) at no time shall there be more than six eight (8) Interest Periods applicable to outstanding Eurodollar Rate Advances and LIBOR Advances; (iv) the Borrower may not select Eurodollar Rate LIBOR Advances for any Borrowing at any time that to be made, Converted or continued if a Default has occurred and is continuing; (iiv) if any Lender Bank shall, at least one Business Day before any time prior to the date making of any requested Borrowing, Conversion, or continuationBorrowing comprised of LIBOR Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate LIBOR Advances or to fund or maintain Eurodollar Rate LIBOR Advances, the right then such Bank’s Pro Rata Share of such Borrowing shall be made as a Base Rate Advance, provided that such Base Rate Advance shall be considered part of the Borrower to select Eurodollar same Borrowing and interest on such Base Rate Advances from such Lender Advance shall be suspended until such Lender shall notify due and payable at the Administrative Agent same time that interest on the circumstances causing such suspension no longer exist, and LIBOR Advances comprising the Advance made by such Lender in respect remainder of such Borrowing, Conversion, or continuation Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a Reference Rate Advancedifferent 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 Bank, be otherwise materially disadvantageous to such Bank; (iiivi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar Rate LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; (ivvii) 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 LIBOR for Eurodollar Rate LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; and (vviii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate LIBOR Advances in accordance with the provisions contained in the definition ofof “Interest Period” in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Converted into Base Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 Rate Advances and LIBOR Advances; (iv) the Borrower may not select Eurodollar Rate LIBOR Advances for any Borrowing at any time that to be made, Converted or continued if a Default has occurred and is continuing; (iiv) if any Lender Bank shall, at least one Business Day before any time prior to the date making of any requested Borrowing, Conversion, or continuationBorrowing comprised of LIBOR Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate LIBOR Advances or to fund or maintain Eurodollar Rate LIBOR Advances, the right then such Bank’s Pro Rata Share of such Borrowing shall be made as a Base Rate Advance, provided that such Base Rate Advance shall be considered part of the Borrower to select Eurodollar same Borrowing and interest on such Base Rate Advances from such Lender Advance shall be suspended until such Lender shall notify due and payable at the Administrative Agent same time that interest on the circumstances causing such suspension no longer exist, and LIBOR Advances comprising the Advance made by such Lender in respect remainder of such Borrowing, Conversion, or continuation Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a Reference Rate Advancedifferent 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 Bank, be otherwise materially disadvantageous to such Bank; (iiivi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar Rate LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; (ivvii) 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 LIBOR for Eurodollar Rate LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; and (vviii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate LIBOR Advances in accordance with the provisions contained in the definition ofof “Interest Period” in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Converted into Base 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 (6) Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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 Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower to select Eurodollar Rate 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 the such Lender’s Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate 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 Rate 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 a Reference Base Rate Advance; (iv) 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 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, 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 Rate 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 Reference Base Rate Advance; and; (v) if the 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 ofof “Interest Period” in Section 1.01 and paragraphs (a) and (b) above 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 or, if an existing Advance, Convert into Base Rate Advances; and (vi) no Advance may be Converted or Continued as a Eurodollar Advance at any time when 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that when a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Base Rate Advance; and (vvi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Advances, or fail to deliver a timely Notice of Continuation with respect thereto, in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Advance, Convert into Base 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 twelve Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank in respect of such Borrowing, Conversion, or continuation shall be a Reference Base Rate Advance; (iii) 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 Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) 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 Reference 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 ofof “Interest Period” in Section 1.1 and paragraph (b) above, the Agent shall forthwith so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base 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 seven Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 Eurodollar Advances with an interest period duration of one month or, in the case of continuation of an existing Advance, Convert into Base 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 twenty (20) Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) if the Majority Lenders require, the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Advance, Convert into Base 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingLoans; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate 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 Rate 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 a Reference Rate Advancean ABR Loan; (iviii) 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 Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate 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 Rate 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 Reference Rate Advance; andnotice of the Majority Class Lenders with respect to such Class of Loans, as selected by the Borrower; (viv) if the Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition ofof “Interest Period” in Section 1.01 and paragraphs (a) and (b) above or shall fail to deliver a Notice of Continuation/Conversion, the Administrative Agent will forthwith so notify the Borrower and the applicable Lenders, and the Borrower shall be deemed to have selected an Interest Period of one month’s duration; and (v) 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 be converted or Continued as a Eurodollar Loan.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent (which notice the Administrative Agent shall promptly deliver to the Borrower) that the introduction of or any change in or in the interpretation of any 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation (i) would eliminate the restriction on such Lender described above, Conversion, and (ii) would not subject such Lender to any unreimbursed cost or continuation shall expense and would not otherwise be a Reference Rate Advancedisadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Eurodollar Advance, Convert into a Base 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and LIBOR Advances; (ii) the Borrower may not select Eurodollar Rate LIBOR Advances for any Borrowing at any time that when a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate LIBOR Advances or to fund or maintain Eurodollar Rate LIBOR Advances, (A) the right obligation of such Lender to make such LIBOR Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist and such Lender’s portion of such requested Borrowing or any subsequent Borrowing of LIBOR Advances shall be made in the form of a Base Rate Advance, and the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) if the Administrative Agent is unable to determine the Eurodollar LIBO Rate for Eurodollar Rate LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate 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 a Reference Base Rate Advance; (ivv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar LIBO Rate for Eurodollar Rate LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate 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 a Reference Base Rate Advance; and (vvi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate LIBOR Advances in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Advance, Convert into Base 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and and, upon the request of the Required Lenders, the Borrower Representative may not select Eurodollar Rate Advances for any Borrowing at any time that a 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 before the date of any requested Borrowing, Conversion, or continuationContinuation, notify the Administrative Agent and the Borrower Representative that the introduction of or any change in or in the interpretation of any 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, the right of the a Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation Continuation shall be a Reference Base Rate AdvanceAdvance (and each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender); (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Reference Base Rate Advance; and; (vvi) 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 ofof “Interest Period” in Section 1.01 and paragraphs (a) and (b) above 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 a Borrower on the date of such Borrowing as Base Rate Advances or, if such Advance is an existing Eurodollar Rate Advance, Convert into Base Rate Advances; and (vii) 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 be Converted or Continued as a Eurodollar 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 twelve (12) Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) if the Majority Lenders require, the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Advance, Convert into Base 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 one Interest Periods Period applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof "Interest Period" in Section 1.01 and paragraph (b) of this Section 2.03, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into 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 (A) three Interest Periods applicable to outstanding Eurodollar Rate Advances which are Term Advances and the Borrower may not select (B) five Interest Periods applicable to outstanding Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingwhich are Revolving Advances; (ii) (A) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower Company to select Eurodollar Rate 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 the such Lender's Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate AdvanceAdvance 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 would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender; (iii) if the Administrative Agent is unable to determine the Eurodollar Reference Rate for Eurodollar Rate 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 Rate 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 Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) if the 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 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, Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Company as the case may be, for such Borrowingsoon as practicable, the right of the Borrower Borrowers to select Eurodollar Rate 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 Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; and; (v) if the Borrower Company 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 ofof "Interest Period" in Section 1.01 and paragraphs (a) and (b) above 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 Company and the Lenders and such Advances will be made available to the Borrowers on the date of such Borrowing and will have an Interest Period of one month; and (vi) no Advance may be Converted or Continued as a Eurodollar Advance 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 eight Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank in respect of such Borrowing, Conversion, or continuation shall be a Reference Base Rate Advance; (iii) 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 Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) 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 Reference 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Agent shall forthwith so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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 Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower to select Eurodollar Rate 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 the such Lender’s Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate 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 Rate 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 a Reference Base Rate Advance; (iv) 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 Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate 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 Rate 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 Reference Base Rate Advance; and; (v) if the 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 ofof “Interest Period” in Section 1.01 and paragraphs (a) and (b) above 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 or, if such Revolving Advance is an existing Eurodollar Advance, Convert into Base Rate Advances; and (vi) no Advance may be Converted or Continued 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 (a2.02(a) and (b2.02(b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a an Event of Default has occurred and is continuing; (ii) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, Conversion or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent and the Borrower that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank in respect of such Borrowing, Conversion, Conversion or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 Reference Rate Advance; and; (v) 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 ofof "Interest Period" in Section 1.01 and paragraph 2.02(b) above, the Administrative Agent shall so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Borrowing as Eurodollar Rate Advances or, 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 Eurodollar Rate Advances shall, at the end of the applicable Interest Period, be Converted into 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 Rate Advances and the neither Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested 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 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, the right of the Borrower Borrowers to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 Reference Rate Advance; and (v) 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower Representative and the Lenders and such Advances shall be made available to the applicable Borrower, as designated by the Borrower Representative, on the date of the Borrowing comprised of such Advances as Reference Rate Advances or, if existing Eurodollar Rate Advances, shall Convert into Reference 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 Rate Term Benchmark Advances and the Borrower may not select Eurodollar Rate Term Benchmark Advances for any Borrowing or elect to continue or convert a Term Benchmark Advance or RFR Advance at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Term Benchmark Advances or to fund or maintain Eurodollar Rate Term Benchmark Advances, the right of the Borrower to select Eurodollar Rate Xxxx Xxxxxxxxx Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference an Alternate Base Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Adjusted Term SOFR Rate for Eurodollar Rate Term Benchmark Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference an Alternate Base Rate Advance; (iv) 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 Rate Term Benchmark Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Term Benchmark Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference an Alternate Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Term Benchmark Advances in accordance with the provisions contained in the definition ofof “Interest Period” in Section 1.01 and Section 2.03(b), the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Alternate Base Rate Advances or, if an existing Advance, Convert into Alternate Base 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof "Interest Period" in Section 1.01 and paragraph (b) of this Section 2.03, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into Reference Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 and Advances; (3) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that to be made, Converted or continued if (A) the aggregate amount of such Borrowing is less than $2,000,000 or (B) a Default has occurred and is continuing; (iiA) if any Lender Bank shall, at least one Business Day before any time prior to the date making of any requested Borrowing, Conversion, or continuationBorrowing comprised of Eurodollar Rate Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right such Bank's Pro Rata Share of such Borrowing shall be made as a Prime Rate Advance of such Bank, but otherwise shall be considered part of the Borrower to select same Borrowing and interest on such Prime Rate Advance shall be due and payable at the same time that interest on the Eurodollar Rate Advances from comprising the remainder of such Lender Borrowing shall be suspended until due and payable; and (B) such Lender shall notify 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 Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect making of such Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Bank, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Bank; (iii5) 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 Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Prime Rate Advance; (iv6) 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 that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; andselect (v7) 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 ofof "Interest Period" in Section 1.1 and paragraph (a) or (b) above, the Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Prime Rate Advances or, if an existing Advance, Converted into Prime 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 three (3) Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one (1) Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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 Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower to select Eurodollar Rate Advances from such Lender for such Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall as soon as practicable notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the such Lender’s Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference an Adjusted Base Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate 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 Rate 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 a Reference 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. (iv) 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 Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate 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 Rate 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 Reference an Adjusted Base Rate Advance; and (v) if the Borrower shall fail to select the duration no Advance may be Converted or continuation Continued as a Eurodollar Advance at any time when an Event of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition ofDefault 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 four Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if existing Eurodollar Rate Advances, Convert into 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of any Legal Requirement after the date hereof, or any change in or in the interpretation of any law or regulation 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Eurodollar Rate Advances with an Interest Period of one month or, if an existing Advance, Convert into Reference Rate Advances; and (vi) no Borrowing may be made as, continued as or Converted into, Eurodollar Rate Advances at any time that a Default has occurred and is continuing.

Certain Limitations. (i) 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 Rate Advances and Loans; (ii) the Borrower may not select Eurodollar Rate Advances Loans for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, shall notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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 Loans or to fund or maintain Eurodollar Rate AdvancesLoans, (A) the right obligation of such Lender to make such Eurodollar Loan as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) if the Required Lenders shall notify the Administrative Agent is unable to determine that the Eurodollar LIBO Rate for Eurodollar Rate 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 Rate 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 a Reference Rate Advance; (iv) 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 Advancean ABR Loan; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraph (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans will be made available to the Borrower on the date of such Borrowing as Eurodollar Loans with an Interest Period duration of one month or, in the case of continuation of an existing Loan, Convert into ABR Loans.

Certain Limitations. Notwithstanding anything in this Agreement to the contrary contained in paragraphs (a) and (b) abovecontrary: (i) (x) at no time shall there be more than six five (5) different Interest Periods applicable to outstanding Eurodollar Rate Advances Loans and (y) if two (2) or more Loans have an Interest Period ending on the same date and the Borrower 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) the Borrowers may elect to continue any Loan having a rate of interest based on LIBOR by delivering a notice of continuation to the Administrative Agent not select Eurodollar Rate Advances later than noon (London, England time) at least three (3) Business Days prior to the end of the relevant Interest Period for such Loan. Promptly after receipt of a notice of continuation, the 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 be continued beyond its then existing Interest Period if a Default under Section 9.1(a) or 9.1(f) or any Borrowing at any time that a Event of Default has occurred and is continuing, in which case such Loan shall bear interest in accordance with Section 2.8(c); (iiiii) if prior to the first day of any Interest Period, any Lender shall, at least one Business Day before reasonably determines (which determination shall be conclusive and binding on the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent Borrowers) that the introduction of or any change in or in the interpretation of any law or regulation 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 Rate Advances or continue any Loan having a rate of interest based on LIBOR, then the Borrowers’ right to fund or maintain Eurodollar Rate Advances, continue any such Loan and (if the right of the Borrower Commitment Termination Date has not then occurred) such Lender’s obligation to select Eurodollar Rate Advances from advance any such Lender 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 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 such Lender shall notify notifies the Administrative Agent 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 then occurred) advance of Loans having a rate of interest based on LIBOR shall again apply; (iv) if prior to the first day of any Interest Period, the Administrative Agent reasonably determines (which determination shall be conclusive and binding on the Advance made Borrowers) that by reason of circumstances affecting the London interbank market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, then the Borrowers’ right to continue any Loan having a rate of interest based on LIBOR 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 in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if to the Administrative Agent is unable to determine as the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, rate that reflects such Lender’s cost of funding its Loan or (y) the right average of the Borrower rates determined by Standard Bank Plc and BNP Paribas to select Eurodollar Rate Advances be their internal prime or similar interest rate for such Borrowing day, with any change in the rate made by Standard Bank Plc or for any subsequent Borrowing shall be suspended 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 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 a Reference Rate Advance;again apply; and (ivv) if prior to the first day of any Interest Period, the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that in their reasonable determination (which determination shall be conclusive and binding on the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will Borrowers), LIBOR does not adequately and fairly reflect the cost to such the Majority Lenders of making advancing or funding their respective Eurodollar Rate Advances, as the case may be, maintaining any Loan having a rate of interest based on LIBOR for such BorrowingInterest Period, then the Borrowers’ right of to continue any such Loan and (if the Borrower Commitment Termination Date has not then occurred) each Lender’s obligation to select Eurodollar Rate 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 Reference Rate Advance; and whereupon the provisions of this Agreement otherwise applicable to the continuation or (v) 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 Rate Advances in accordance with the provisions contained in the definition ofagain apply.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) aboveherein: (i) (A) at no time shall there be more than six five (5) different Interest Periods applicable to outstanding Eurodollar Rate Advances Loans and (B) if two (2) or more Loans have an Interest Period ending on the same date and the Borrower 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) the Borrowers may elect to continue any Loan having a rate of interest based on LIBOR by delivering a notice of continuation to the Administrative Agent not select Eurodollar Rate Advances later than noon (London, England time) at least three (3) Business Days prior to the end of the relevant Interest Period for such Loan. Promptly after receipt of a notice of continuation, the 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 be continued beyond its then existing Interest Period if a Default under Section 9.1(a) or 9.1(f) or any Borrowing at any time that a Event of Default has occurred and is continuing, in which case such Loan shall bear interest in accordance with Section 2.8(c); (iiiii) if prior to the first day of any Interest Period, any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent reasonably determines (which determination shall be conclusive) that the introduction of or any change in or in the interpretation of any law or regulation 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 Rate Advances or continue any Loan having a rate of interest based on LIBOR, then the Borrowers’ right to fund or maintain Eurodollar Rate Advances, continue any such Loan and (if the right of the Borrower Commitment Termination Date has not then occurred) such Lender’s obligation to select Eurodollar Rate Advances from advance any such Lender 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 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 such Lender shall notify notifies the Administrative Agent 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 then occurred) advance of Loans having a rate of interest based on LIBOR shall again apply; (iv) if prior to the first day of any Interest Period, the Administrative Agent reasonably determines (which determination shall be conclusive) that by reason of circumstances affecting the London interbank market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, then the Advance made Borrowers’ right to continue any Loan having a rate of interest based on LIBOR 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 in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if to the Administrative Agent is unable to determine as the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, rate that reflects such Lender’s cost of funding its Loan or (y) the right average of the Borrower rates determined by BNP Paribas to select Eurodollar Rate Advances be its internal prime or similar interest rate for such Borrowing or for day, with any subsequent Borrowing shall be suspended 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 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 a Reference Rate Advance;again apply; and (ivv) if prior to the first day of any Interest Period, 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 in their reasonable determination (which determination shall be conclusive), LIBOR does not adequately and fairly reflect the cost to such the Majority Lenders of making advancing or funding their respective Eurodollar Rate Advances, as the case may be, maintaining any Loan having a rate of interest based on LIBOR for such BorrowingInterest Period, then the Borrowers’ right of to continue any such Loan and (if the Borrower Commitment Termination Date has not then occurred) each Lender’s obligation to select Eurodollar Rate 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 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 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 Reference Rate Advance; and whereupon the provisions of this Agreement otherwise applicable to the continuation or (v) 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 Rate Advances in accordance with the provisions contained in the definition ofagain apply.

Certain Limitations. Notwithstanding anything to the contrary contained 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 Rate Advances and LIBOR Advances; (iv) the Borrower may not select Eurodollar Rate LIBOR Advances for any Borrowing at any time that to be made, Converted or continued if a Default has occurred and is continuing; (iiv) if any Lender Bank shall, at least one Business Day before any time prior to the date making of any requested Borrowing, Conversion, or continuationBorrowing comprised of LIBOR Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate LIBOR Advances or to fund or maintain Eurodollar Rate LIBOR Advances, the right then such Bank's Pro Rata Share of such Borrowing shall be made as a Base Rate Advance, provided that such Base Rate Advance shall be considered part of the Borrower to select Eurodollar same Borrowing and interest on such Base Rate Advances from such Lender Advance shall be suspended until such Lender shall notify due and payable at the Administrative Agent same time that interest on the circumstances causing such suspension no longer exist, and LIBOR Advances comprising the Advance made by such Lender in respect remainder of such Borrowing, Conversion, or continuation Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a Reference Rate Advancedifferent 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 Bank, be otherwise materially disadvantageous to such Bank; (iiivi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar Rate LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; (ivvii) 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 LIBOR for Eurodollar Rate LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; and (vviii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate LIBOR Advances in accordance with the provisions contained in the definition ofof "Interest Period" in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Converted into Base Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 Rate Advances and the Advances. (iii) The Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing at any time that to be made, Converted or continued if a Default or Event of Default has occurred and is continuing;. (iiiv) if If any Lender shall, at least one Business Day before prior to the requested date of any requested Borrowing, Conversion, or continuationRevolving 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 law or regulation 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, or any Governmental Authority has imposed material restrictions on the right authority of such Lender to purchase or sell, or take deposits of, Dollars in the applicable interbank market, then (1) such Lender’s Applicable Percentage of the Borrower to select 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 Rate Advances from 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 shall notify notifies the Administrative Agent and the Borrower that the circumstances causing giving rise to such suspension determination no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance;. (iiiv) if 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 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 as a Reference Base Rate Advance;. (ivvii) 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 If the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition ofof “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 or, if such affected Advances are existing Advances, will be Converted into Base Rate Advances at the end of Interest Period then in effect. (viii) 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Base Rate Advance; (iii) 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 a Reference Base Rate Advance; (iv) 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 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base 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 ten (10) Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) if the Majority Lenders require, the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Advance, Convert into Base 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 twelve Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a an Event of Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof “Interest Period” in Section 1.01 and paragraph (b) of this Section 2.03, the Administrative Agent shall forthwith so notify the Borrower and the applicable Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Borrowing, Convert into Reference Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a an Event of Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, Conversion or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent and the Borrower that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, Conversion or continuation shall be a Reference an Alternate Base Rate Advance; (iii) 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 a Reference an Alternate Base Rate Advance; (iv) 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 Reference an Alternate Base Rate Advance; and; (v) 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 ofof “Interest Period” in Section 1.01 and paragraph 2.02(b) above, the Administrative Agent shall so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Eurodollar Rate Advances or, 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 Eurodollar Rate Advances shall, at the end of the applicable Interest Period, be Converted into Alternate Base 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and the no Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested 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 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, the right of the Borrower Borrowers to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 Reference Rate Advance; and (v) 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower Representative and the Lenders and such Advances shall be made available to the applicable Borrower, as designated by the Borrower Representative, on the date of the Borrowing comprised of such Advances as Reference Rate Advances or, if existing Eurodollar Rate Advances, shall Convert into 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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 Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower Borrowers to select Eurodollar Rate 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 the such Lender’s Revolving Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate Advance; (iii) 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 Rate 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 Rate 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 a Reference Base Rate Advance; (iv) 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 Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding or maintaining their respective Eurodollar Rate 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 Rate 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 Reference Base Rate Advance; and; (v) if the either 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 ofof “Interest Period” in Section 1.01 and paragraphs (a) and (b) above or shall fail to deliver a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrowers and the Lenders and such Revolving Advances will be made available to such Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Revolving Advance, Convert into Base Rate Advances; and (vi) no Revolving Advance may be Converted or Continued 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) ; if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate an ABR Advance; (iii) ; 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 a Reference Rate an ABR Advance; (iv) ; 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 an ABR Advance; and (v) 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 1.01 and paragraph (b) of this Section 2.03, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as 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, 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 a result of such failure, is not made on such date.

Certain Limitations. (i) Notwithstanding anything to the contrary contained 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 and Loans; (ii) the Borrower may not select Eurodollar Rate Advances Loans for any Revolving Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, shall notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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 Loans or to fund or maintain Eurodollar Rate AdvancesLoans, (A) the right obligation of such Lender to make such Eurodollar Loan as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) if the Required Lenders shall notify the Administrative Agent is unable to determine that the Eurodollar LIBO Rate for Eurodollar Rate 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 Rate 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 a Reference Rate Advance; (iv) 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 Advancean ABR Loan; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraph (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans will be made available to the Borrower on the date of such Revolving Borrowing as Eurodollar Loans with an Interest Period duration of one month or, in the case of continuation of an existing Loan, Convert into ABR Loans.

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 and the Borrower may not select Eurodollar Rate Advances for any Tranche A Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested 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 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 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; (iv) if the Majority 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of the Tranche A Borrowing comprised of such Advances as Reference Rate Advances or, if existing Eurodollar Rate Advances, Convert into 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 nine (9) Interest Periods applicable to outstanding Eurodollar Rate 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) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one (1) Business Day before the date of any requested Revolving Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate Advances or to make, fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 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 Base Rate Advance; (ivv) 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 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 Eurodollar Advances with an Interest Period duration of one month or, in the case of a continuation of existing Eurodollar Advances, Convert into Base Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 and Advances; (iv) the Borrower may not select Eurodollar LIBOR Rate Advances for any Borrowing at any time that to be made, Converted or continued if a Default has occurred and is continuing; (iiv) if any Lender Bank shall, at least one Business Day before any time prior to the date making of any requested Borrowing, Conversion, or continuationBorrowing comprised of LIBOR Rate Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right then such Bank's Pro Rata Share of such Borrowing shall be made as a Prime Rate Advance, provided that such Prime Rate Advance shall be considered part of the Borrower to select Eurodollar same Borrowing and interest on such Prime Rate Advance shall be due and payable at the same time that interest on the LIBOR Rate Advances from comprising the remainder of such Lender Borrowing shall be suspended until due and payable; and such Lender shall notify 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 Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect making of such Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Bank, or continuation shall be a Reference Rate Advanceotherwise materially disadvantageous to such Bank; (iiivi) 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 a Reference Prime Rate Advance; (ivvii) 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 Reference Prime Rate Advance; and (vviii) 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 ofof "Interest Period" in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Prime Rate Advances or, if an existing Advance, Converted into Prime 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof "Interest Period" in Section 1.01 and paragraph (b) of this Section 2.03, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that when a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Advance, Convert into Base 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 four Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, Bank shall at least one Business Day before the date of any requested Borrowing, Conversion, Conversion or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank in respect of such Borrowing, Conversion, Conversion or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Administrative Agent shall so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Converted into 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 ten Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that when a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise materially disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 Eurodollar Rate Advances having an Interest Period of one-month, or, if an existing Advance, Convert into Base 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and Loans; (ii) the Borrower may not select Eurodollar Rate Advances Loans for any Borrowing at any time that when a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate AdvanceReserved; (iiiiv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances Loans comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference Base Rate AdvanceLoan; (ivv) 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 Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate AdvancesLoans, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference Base Rate AdvanceLoan; and (vvi) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraph (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans will be made available to the Borrower on the date of such Borrowing as Base Rate Loans or, if an existing Loan, Convert into Base Rate Loans.

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 Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that when a Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Advance, Convert into Base 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 seven Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, shall notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 Eurodollar Advances with an Interest Period duration of one month or, in the case of continuation of an existing Advance, Convert into Base 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent (which notice the Administrative Agent shall promptly deliver to the Borrower) that the introduction of or any change in or in the interpretation of any 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation (i) would eliminate the restriction on such Lender described above, Conversion, and (ii) would not subject such Lender to any unreimbursed cost or continuation shall expense and would not otherwise be a Reference Rate Advancedisadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Eurodollar Advance, Convert into a Base 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 eight Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of any Legal Requirement after the date hereof, or any change in or in the interpretation of any law or regulation 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Eurodollar Rate Advances with 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 or Converted into, Eurodollar Rate Advances at any time that a Default has occurred and is continuing; and (vii) 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 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 consultation with, any of the Lenders).

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 and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance;the (iii) 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 Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) 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 Reference 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Agent shall forthwith so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and Loans; (ii) the Borrower may not select Eurodollar Rate Advances Loans for any Borrowing at any time that when a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if the Administrative DIP Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances Loans comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference Base Rate Advance;Loan; and (iv) 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 Rate Advances Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate AdvancesLoans, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference 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 ofLoan.

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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingwhich are Revolving Advances; (ii) (A) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower Company to select Eurodollar Rate 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 the such Lender's Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate AdvanceAdvance 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 would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender; (iii) if the Administrative Agent is unable to determine the Eurodollar Reference Rate for Eurodollar Rate 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 Rate 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 Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) 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 Reference 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, Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Company as the case may be, for such Borrowingsoon as practicable, the right of the Borrower Borrowers to select Eurodollar Rate 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 Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; and; (v) if the Borrower Company 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 ofof "Interest Period" in Section 1.01 and paragraphs (a) and (b) above 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 Company and the Lenders and such Advances will be made available to the Borrowers on the date of such Borrowing and will have an Interest Period of one month; and (vi) no Advance may be Converted or Continued as a Eurodollar Advance at any time when a Default has occurred and is continuing.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs paragraph (a) and (bd) above: (i) at no time shall there be more than six four Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender Participant shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of any Change in Law makes it unlawful for such Participant or any change in or in the interpretation of any 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 Offices to perform its obligations under this Agreement to make Eurodollar Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower to select Eurodollar Rate Advances from such Lender Participant for such Borrowing or for any subsequent Borrowing shall be suspended until such Lender Participant shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the such Participant’s Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate 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 Rate Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Participants to make such Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Participants that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) if the Majority Lenders Participants 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 Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Participants of making or funding their respective Eurodollar Rate 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 Rate Advances for such Borrowing or for any subsequent Borrowing and the obligation of the Participants to make Eurodollar Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Participants that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; and; (v) if the 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 ofof “Interest Period” in Section 1.01 and paragraph (d) above or shall fail to deliver a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower and the Participants and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if such Advance is an existing Eurodollar Advance, Convert into Base Rate Advances; and (vi) no Advance may be Converted or Continued 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 (aSections 2.02(a) and (b) above: (i) at no time shall there be more than six one Interest Periods Period applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof “Interest Period” in Section 1.01 and Sections 2.02(a) and (b), the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing (A) if the aggregate amount of such Borrowing is less than $3,000,000.00 and in integral multiples of $1,000,000.00 in excess thereof or (B) at any time that when a Default has occurred and is continuing; (iiA) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 such Bank shall notify the Borrower and the Lenders Agent that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate AdvanceAdvance and (B) such Bank 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 would avoid the effect of this paragraph and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank; (iv) if the 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 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; (v) 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 Reference Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (b) above, the Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) aboveherein: (i) (A) at no time shall there be more than six five (5) different Interest Periods applicable to outstanding Eurodollar Rate Advances Loans and (B) if two (2) or more Loans have an Interest Period ending on the same date and the Borrower 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) the Borrowers may elect to continue any Loan having a rate of interest based on LIBOR by delivering a notice of continuation to the Administrative Agent not select Eurodollar Rate Advances later than noon (London, England time) at least three (3) Business Days prior to the end of the relevant Interest Period for such Loan. Promptly after receipt of a notice of continuation, the 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 be continued beyond its then existing Interest Period if a Default under Section 9.1(a) or 9.1(f) or any Borrowing at any time that a Event of Default has occurred and is continuing, in which case such Loan shall bear interest in accordance with Section 2.8(c); (iiiii) if prior to the first day of any Interest Period, any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent reasonably determines (which determination shall be conclusive) that the introduction of or any change in or in the interpretation of any law or regulation 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 Rate Advances or continue any Loan having a rate of interest based on LIBOR, then the Borrowers’ right to fund or maintain Eurodollar Rate Advances, continue any such Loan and (if the right of the Borrower Commitment Termination Date has not then occurred) such Lender’s obligation to select Eurodollar Rate Advances from advance any such Lender 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 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 such Lender shall notify notifies the Administrative Agent 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 then occurred) advance of Loans having a rate of interest based on LIBOR shall again apply; (iv) if prior to the first day of any Interest Period, the Administrative Agent reasonably determines (which determination shall be conclusive) that by reason of circumstances affecting the London interbank market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, then the Advance made Borrowers’ right to continue any Loan having a rate of interest based on LIBOR 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 in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if to the Administrative Agent is unable to determine as the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, rate that reflects such Lender’s cost of funding its Loan or (y) the right average of the Borrower rates determined by Standard Bank Plc and BNP Paribas to select Eurodollar Rate Advances be their internal prime or similar interest rate for such Borrowing day, with any change in the rate made by Standard Bank Plc or for any subsequent Borrowing shall be suspended 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 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 a Reference Rate Advance;again apply; and (ivv) if prior to the first day of any Interest Period, 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 in their reasonable determination (which determination shall be conclusive), LIBOR does not adequately and fairly reflect the cost to such the Majority Lenders of making advancing or funding their respective Eurodollar Rate Advances, as the case may be, maintaining any Loan having a rate of interest based on LIBOR for such BorrowingInterest Period, then the Borrowers’ right of to continue any such Loan and (if the Borrower Commitment Termination Date has not then occurred) each Lender’s obligation to select Eurodollar Rate 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 Reference Rate Advance; and whereupon the provisions of this Agreement otherwise applicable to the continuation or (v) 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 Rate Advances in accordance with the provisions contained in the definition ofagain apply.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six nine (9) Interest Periods applicable to outstanding Eurodollar Rate 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) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one (1) Business Day before the date of any requested Revolving Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate Advances or to make, fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 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 Base Rate Advance; (ivv) 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 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraph (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 Eurodollar Advances with an Interest Period duration of one month or, in the case of a continuation of existing Eurodollar Advances, Convert into Base 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 seven Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from for such Lender Borrowing or for any subsequent Borrowing shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the each Advance made by comprising such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate Advance; (iii) if the Administrative Agent is 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 Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) if the Majority Lenders shallBanks shall in good faith, 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 (and such notice shall also include the rationale for such suspension) 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 Reference Base Rate Advance; and (v) 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof “Interest Period” in Section 1.01 and paragraph (b) of this Section 2.03, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into 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 one Interest Periods Period applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into Reference Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs paragraph (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to five outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender the Bank shall, at least one two Business Day Days before the date of any requested BorrowingEurodollar Rate Advance, Conversion, or continuation, notify the Administrative Agent reasonably conclude that the introduction passage of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender the Bank shall notify the Administrative Agent reasonably determine that the circumstances causing such suspension no longer existexist (which the Bank agrees promptly to provide notice of to Borrower), and the each subsequent Advance made by during such Lender in respect of such Borrowing, Conversion, or continuation period shall be a Reference Base Rate Advance; (iii) if the Administrative Agent Bank is unable unable, after the exercise of reasonable diligence, to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested BorrowingAdvances, 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 Reference Base Rate Advance; provided, however, the Bank agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would permit the Bank to determine the Eurodollar Rate for Eurodollar Rate Advances and would not, in the Bank's reasonable judgment, be otherwise disadvantageous; (iv) if the Majority Lenders Bank shall, at least one two Business Day Days before the date of any requested BorrowingEurodollar Rate Advance, 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 Reference Base Rate Advance; and; (v) if the Borrower shall fail fails to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition ofof "Interest Period" in Section 1.01 and paragraph (a) above, the Bank will forthwith so notify the Borrower and such Advance will be made available to the Borrower on the date of such Advance with a one-month Interest Period; and

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six (A) five Interest Periods applicable to outstanding Eurodollar Rate Advances which are Revolving B Advances and the Borrower may not select (B) five Interest Periods applicable to outstanding Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingwhich are Revolving A Advances; (iiA) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower Company to select Eurodollar Rate 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 the such Lender's Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate AdvanceAdvance 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 would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender; (iii) if the Administrative Agent is unable to determine the Eurodollar Reference Rate for Eurodollar Rate 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 Rate 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 Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) if the 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 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, Advances and the Administrative Agent gives telephonic or telecopy notice thereof to the Company as the case may be, for such Borrowingsoon as practicable, the right of the Borrower Borrowers to select Eurodollar Rate 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 Company and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; and; (v) if the Borrower Company 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 ofof "Interest Period" in Section 1.01 and paragraphs (a) and (b) above 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 Company and the Lenders and such Advances will be made available to the Borrowers on the date of such Borrowing and will have an Interest Period of one month; and (vi) no Advance may be Converted or Continued as a Eurodollar Advance 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Base Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 Base 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, shall be Converted into Base Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 greater multiples 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 on more than three days in any calendar month. (iii) at no time shall there be more than six eight (8) Interest Periods applicable to outstanding Eurodollar Rate Advances and LIBOR Advances; (iv) the Borrower may not select Eurodollar Rate LIBOR Advances for any Borrowing at any time that to be made, Converted or continued if a Default has occurred and is continuing; (iiv) if any Lender Bank shall, at least one Business Day before any time prior to the date making of any requested Borrowing, Conversion, or continuationBorrowing comprised of LIBOR Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate LIBOR Advances or to fund or maintain Eurodollar Rate LIBOR Advances, the right then such Bank's Pro Rata Share of such Borrowing shall be made as a Base Rate Advance, provided that such Base Rate Advance shall be considered part of the Borrower to select Eurodollar same Borrowing and interest on such Base Rate Advances from such Lender Advance shall be suspended until such Lender shall notify due and payable at the Administrative Agent same time that interest on the circumstances causing such suspension no longer exist, and LIBOR Advances comprising the Advance made by such Lender in respect remainder of such Borrowing, Conversion, or continuation Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a Reference Rate Advancedifferent 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 Bank, be otherwise materially disadvantageous to such Bank; (iiivi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar Rate LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; (ivvii) 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 LIBOR for Eurodollar Rate LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; and (vviii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate LIBOR Advances in accordance with the provisions contained in the definition ofof "Interest Period" in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Converted into Base 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof “Interest Period” in Appendix I, Administrative Agent shall forthwith so notify Borrower and the Lenders and such Advances shall be made available to Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into Reference Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 greater multiples 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 on more than three days in any calendar month. (iii) at no time shall there be more than six eight (8) Interest Periods applicable to outstanding Eurodollar Rate Advances and LIBOR Advances; (iv) the Borrower may not select Eurodollar Rate LIBOR Advances for any Borrowing at any time that to be made, Converted or continued if a Default has occurred and is continuing; (iiv) if any Lender Bank shall, at least one Business Day before any time prior to the date making of any requested Borrowing, Conversion, or continuationBorrowing comprised of LIBOR Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Rate LIBOR Advances or to fund or maintain Eurodollar Rate LIBOR Advances, the right then such Bank’s Pro Rata Share of such Borrowing shall be made as a Base Rate Advance, provided that such Base Rate Advance shall be considered part of the Borrower to select Eurodollar same Borrowing and interest on such Base Rate Advances from such Lender Advance shall be suspended until such Lender shall notify due and payable at the Administrative Agent same time that interest on the circumstances causing such suspension no longer exist, and LIBOR Advances comprising the Advance made by such Lender in respect remainder of such Borrowing, Conversion, or continuation Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a Reference Rate Advancedifferent 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 Bank, be otherwise materially disadvantageous to such Bank; (iiivi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar Rate LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; (ivvii) 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 LIBOR for Eurodollar Rate LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; and (vviii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate LIBOR Advances in accordance with the provisions contained in the definition ofof “Interest Period” in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Converted into Base Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a an Event of Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, Conversion or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent and the Borrower that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, Conversion or continuation shall be a Reference an Alternate Base Rate Advance; (iii) 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 a Reference an Alternate Base Rate Advance; (iv) 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 Reference an Alternate Base Rate Advance; and; (v) 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 ofof “Interest Period” in Section 1.01 and paragraph 2.02(b) above, the Administrative Agent shall so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Eurodollar Rate Advances or, if an existing Advance, Converted into Eurodollar Rate Advances, in each case with an Interest Period equal to one month; and 3rd Amended/Restated Credit Agreement (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 Eurodollar Rate Advances shall, at the end of the applicable Interest Period, be Converted into Alternate Base Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a an Event of Default has occurred and is continuing; (ii) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, Conversion or continuation, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent and the Borrower that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank in respect of such Borrowing, Conversion, Conversion or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 Reference Rate Advance; and; (v) 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 ofof “Interest Period” in Section 1.01 and paragraph 2.02(b) above, the Administrative Agent shall so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Borrowing as Eurodollar Rate Advances or, 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 Eurodollar Rate Advances shall, at the end of the applicable Interest Period, be Converted into 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that when a Default has occurred and is continuing; (ii) (A) if any Lender Bank shall, at least one Business Day before the date of the making of the Borrowing or any requested Borrowing, Conversion, date on which the Advances are to be Converted into or continuationContinued as Eurodollar Rate Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Applicable Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, the right of the Borrower to select select, or Convert the Advances into or Continue the Advances as, Eurodollar Rate Advances from such Lender shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer existexist or such Bank is replaced pursuant to Section 2.13, and the each Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Base Rate Advance, and (B) such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate thereafter 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 Bank, be otherwise disadvantageous to such Bank; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising for any requested BorrowingInterest Period, the right of the Borrower to select select, or Convert the Advances into or Continue the Advances as, 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 Reference Base Rate Advance; (iv) if the Majority Lenders Banks shall, at least one Business Day before the date of the making of the Borrowing or any requested Borrowingdate on which the Advances are to be Converted into or Continued as Eurodollar Rate Advances, 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 Advances or that funds are not available for the case may be, for such Borrowingrelevant Interest Period, the right of the Borrower to select select, or Convert the Advances into or Continue the Advances as, 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 Reference 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 ofof Interest Period in Section 1.01 and paragraph (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of the Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base Rate Advances, as the case may be.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (aSections 2.03(a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof “Interest Period” in Section 1.01 and Sections 2.03(a) and (b), the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into 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 seven Interest Periods applicable to outstanding Eurodollar Rate Eurocurrency Advances and the nor more than five Contract Periods applicable to B/A Advances; (ii) no single Borrowing consisting of Eurocurrency Advances may include Advances in different currencies; (iii) no Borrower may not select Eurodollar Rate Eurocurrency Advances or B/A Advances for any Borrowing to be made or continued, or Convert any Advance into a Eurocurrency Advance or B/A Advance, in any event, at any time that a when an Event of Default has occurred and is continuing; (iiiv) if any Lender shallsubject to Section 2.4(c)(xiv) below, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if the applicable Administrative Agent is unable to determine the Eurodollar Eurocurrency Rate for Eurodollar Advances comprising any requested Borrowing or the Discount Rate for B/A Advances comprising any requested Borrowing, the right of the Borrower Borrowers to select Eurodollar Rate Eurocurrency Advances or B/A Advances for such Borrowing or for any subsequent Borrowing denominated in such affected currency shall be suspended until the applicable Administrative Agent shall notify the US Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a Reference US Base Rate Advance in the case of a requested Eurocurrency Advance under the US Facility, Canadian (Cdn) Base Rate Advance in the case of a requested B/A Advance, and Canadian (US) Base Rate Advance in the case of a requested Eurocurrency Advance under the Canadian Facility, as applicable; (ivv) Subject to Section 2.4(c)(xiv) below, if the US Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the US Administrative Agent that (A) the Eurodollar Eurocurrency Rate for Eurodollar Rate Eurocurrency 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, Eurocurrency Advances for such Borrowing, or (B) deposits are not being offered to banks in the applicable offshore interbank market for the affected currency for the applicable amount and Interest Period of such Eurocurrency Advance, then the US Administrative Agent shall give notice thereof to the US Borrower and the US Facility Lenders and the right of the Borrower Borrowers to select Eurodollar Rate Eurocurrency Advances in the affected currency for such Borrowing or for any subsequent Borrowing shall be suspended until the US Administrative Agent shall notify the US Borrower and the US Facility Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a Reference US Base Rate Advance; and; (vvi) if the Canadian Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Canadian Administrative Agent that (A) the Eurocurrency Rate for Eurocurrency Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurocurrency Advances 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 Eurocurrency Advance, then the Canadian Administrative Agent shall give notice thereof to the Canadian Borrower and the Canadian Facility Lenders and the right of the Canadian Borrower to select Eurocurrency Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Canadian Administrative Agent shall notify the Canadian Borrower and the Canadian Facility Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a Canadian (US) Base Rate Advance; (vii) if the Canadian Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Canadian Administrative Agent that (A) the Discount Rate for the B/A Advances comprising such Borrowing will not adequately reflect the cost to such Canadian Facility Lenders of making or funding their respective B/A 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 the affected currency for the applicable amount and Contract Period of such B/A Advances, then the Canadian Administrative Agent shall give notice thereof to the Canadian Borrower and the Canadian Facility Lenders and the right of the Canadian Borrower to select B/A Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Canadian Administrative Agent shall notify the Canadian Borrower and the Canadian Facility Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a Canadian (Cdn) Base Rate Advance; (viii) (x) if a Borrower shall fail to specify a currency for any Advance, then such Eurocurrency Advance or Base Rate Advance, as requested, shall be made in Dollars, and (y) in any event, Eurocurrency Advances under the Canadian Facility may only be requested in Dollars; (ix) except as expressly permitted in this Agreement, no Advance may be Converted or continued as an Advance in a different currency, but instead must be prepaid in the original currency of such Advance and reborrowed in such new currency; (x) if a Canadian Borrower shall fail to select the Type of Advance, such Advance shall be made as a Canadian (Cdn) Base Rate Advance or Canadian (US) Base Rate Advance depending on which Designated Currency has been selected by the Canadian Borrower (and if no such Designated Currency is selected, then as Canadian (US) Base Rate Advances); (xi) if a Borrower shall fail to select the Type of Advance, such Advance shall be made as a US Base Rate Advance and if a Borrower specifies a Eurocurrency Advance but shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Eurocurrency Advances in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraphs (a) and (b) above, such Eurocurrency Advance shall be made with, converted to or continued with, as applicable, an Interest Period of one month duration; (xii) if the Canadian Borrower shall fail to select the duration or continuation of any Contract Period for any B/A Advance in accordance with the provisions contained in the definition of Contract Period in Section 1.1, paragraphs (a) and (b) above, and Section 2.18, the Canadian Administrative Agent will forthwith so notify the Canadian Borrower and the Lenders and such affected B/A Advances will be made available to the Canadian Borrower on the date of such Borrowing as Canadian (Cdn) Base Rate Advances or, if such affected B/A Advances are existing Advances, will be automatically Converted into Canadian (Cdn) Base Rate Advances at the end of the Contract Period then in effect; (xiii) Canadian Borrower may not select B/A Advances for any Borrowing to be made without the consent of each Canadian Facility Lender;

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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a an Event of Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation interpretation, by any administrative authority or Governmental Authority charged with the administration thereof or by any court, of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if the Administrative Agent is unable to in good faith 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 a Reference Rate Advance; (iv) 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 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 ofof “Interest Period” in Section 1.01 and paragraph (b) of this Section 2.03, the Administrative Agent shall forthwith so notify the Borrower and the applicable Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into Reference Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing at any time that a Default has occurred and is continuing; (iiiii) if any Lender Bank shall, at least one Business Day before the date of any requested Revolving Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank in respect of such Revolving Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iiiiv) 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 a Reference Rate Advance; (ivv) 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 Reference Rate Advance; and (vvi) 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Agent shall forthwith so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Revolving Borrowing as Reference Rate Advances or, if an existing Advance, Convert into 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 four Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; ; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; ; (iii) 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 a Reference Rate Advance; ; (iv) 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 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

Certain Limitations. Notwithstanding anything to the contrary contained 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 Rate Advances and LIBOR Advances; (iv) the Borrower may not select Eurodollar Rate LIBOR Advances for any Borrowing at any time that to be made, Converted or continued if a Default has occurred and is continuing; (iiv) if any Lender Bank shall, at least one Business Day before any time prior to the date making of any requested Borrowing, Conversion, or continuationBorrowing comprised of LIBOR Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation Legal Requirement after the date hereof makes it unlawful, or that any central bank or other 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 Rate LIBOR Advances or to fund or maintain Eurodollar Rate LIBOR Advances, the right then such Bank’s Pro Rata Share of such Borrowing shall be made as a Base Rate Advance, provided that such Base Rate Advance shall be considered part of the Borrower to select Eurodollar same Borrowing and interest on such Base Rate Advances from such Lender Advance shall be suspended until such Lender shall notify due and payable at the Administrative Agent same time that interest on the circumstances causing such suspension no longer exist, and LIBOR Advances comprising the Advance made by such Lender in respect remainder of such Borrowing, Conversion, or continuation Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a Reference Rate Advancedifferent 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 Bank, be otherwise materially disadvantageous to such Bank; (iiivi) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar Rate LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; (ivvii) 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 LIBOR for Eurodollar Rate LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Lenders Banks of making or funding their respective Eurodollar Rate LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate LIBOR 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 Reference Base Rate Advance; and (vviii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate LIBOR Advances in accordance with the provisions contained in the definition ofof “Interest Period” in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Converted into Base 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 seven Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of any new law or regulation or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from for such Lender 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 existexist (which notice such Lender agrees to promptly provide), and the each Advance made by comprising such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate Advance; (iii) if the Administrative Agent is 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 a Reference Base Rate Advance; (iv) if the Majority Lenders shallshall in good faith, 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 (and such notice shall also include the rationale for such suspension) until the Administrative Agent Majority Lenders (through the Agent) shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer existexist (which notice shall be promptly provided), and each Advance comprising such Borrowing shall be a Reference 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the 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 or, if an existing Advance, Convert into Base 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 four Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if existing Eurodollar Rate Advances, Convert into 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 ten Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 Rate Advances comprising any requested Borrowing, then 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 Base Rate Advance; (ivvi) 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 Base Rate Advance; and; (vvii) 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 ofof Interest Period in Section 1.1 and paragraph (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 shall forthwith so notify the Borrower and the Lenders.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 Rate Advances comprising any requested Borrowing, then 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 Base Rate Advance; (ivvi) 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 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 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 Reference Base Rate Advance; and; (vvii) 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 ofof Interest Period in Section 1.1 and paragraph (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 shall forthwith so notify the Borrower and the Revolving Lenders (in the case of a Revolving Borrowing) or the Term Lenders (in the case of a Term Borrowing).

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 Rate Xxxx Xxxxxxxxx Advances and the Borrower may not select Eurodollar Rate Term Benchmark Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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 Term Benchmark Advances or to fund or maintain Eurodollar Rate Term Benchmark Advances, the right of the Borrower to select Eurodollar Rate Xxxx Xxxxxxxxx Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference an Alternate Base Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Adjusted Term SOFR Rate for Eurodollar Rate Term Benchmark Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference an Alternate Base Rate Advance; (iv) 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 Rate Term Benchmark Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Term Benchmark Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference an Alternate Base Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Term Benchmark Advances in accordance with the provisions contained in the definition ofof “Interest Period” in Section 1.01 and Section 2.03(b), the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Alternate Base Rate Advances or, if an existing Advance, Convert into Alternate Base 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 five Interest Periods applicable to outstanding Eurodollar Rate Advances and Loans; (ii) the Borrower may not select Eurodollar Rate Advances Loans for any Borrowing at any time that when a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances Loans comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference Base Rate AdvanceLoan; (iv) 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 Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate AdvancesLoans, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference Base Rate AdvanceLoan; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraph (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans will be made available to the Borrower on the date of such Borrowing as Base Rate Loans or, if an existing Loan, Convert into Base Rate Loans.

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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if existing Eurodollar Rate Advances, Convert into Reference Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (aSections 2.05(a) and (bf) above: (i) at no time shall there be more than six four Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower Borrowers may not select Eurodollar request any Advances based on the LIBO Rate Advances for any Borrowing at any time that a an Event of Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, Advance or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes event set forth in Section 5.05 making it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, 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 AdvancesAdvances based on the LIBO Rate, the right of the Borrower Borrowers to select Eurodollar the LIBO Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advancean ABR Loan; (iii) if the Administrative Agent is unable to determine the Eurodollar LIBO Rate for Eurodollar Rate Advances comprising any requested BorrowingAdvance, the right of the Borrower Borrowers to select Eurodollar LIBO Rate Advances for such Borrowing Advance or for any subsequent Borrowing Advance 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 Advance comprising made or continued after such Borrowing notice and before such time, if any, as the Administrative Agent shall have notified the Borrowers and Lenders that such suspension has ended, shall be a Reference Rate Advancean ABR Loan; (iv) if the Majority Lenders any Lender shall, at least one Business Day before the date of any requested BorrowingAdvance, notify the Administrative Agent that the Eurodollar LIBO 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 beset forth in Section 5.01, for such BorrowingAdvance, the right of the Borrower Borrowers to select Eurodollar the LIBO Rate Advances for such Borrowing Advance or for any subsequent Borrowing Advance 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 Advance comprising such Borrowing shall be a Reference Rate Advancean ABR Loan; and (v) if Borrowers acknowledge and agree that they are not entitled to request any ABR Loans, and the Borrower advance of, or Conversion to, ABR Loans shall fail to select be solely for the duration or continuation of any Interest Period for any Eurodollar Rate Advances purposes set forth in accordance with the provisions contained in the definition ofthis Section 2.05(f), Market Disruption Notices and Section 5.05.

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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) if the Majority Required Revolving Lenders 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 Revolving Lenders 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 Revolving Lenders that the circumstances causing such suspension no longer exist, and each Revolving Advance comprising such Revolving 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 ofof "Interest Period" in Section 1.01 and paragraph (b) of this Section 2.03, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Convert into 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of any Legal Requirement after the date hereof, or any change in or in the interpretation of any law or regulation 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) subject to clause (vii) below, 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 a Reference Rate Advance; (iv) subject to clause (vii) below, 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Eurodollar Rate Advances with 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 or Converted into, Eurodollar Rate Advances at any time that a Default has occurred and is continuing; and

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 and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Revolving Borrowing if the aggregate amount of such Revolving Borrowing is less than $5,000,000.00 or at any time that when a Default has occurred and is continuing; (iiA) if any Lender Bank shall, at least one Business Day before the date of any requested Revolving Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from for such Lender Bank's Advances included in such Borrowing or for such Bank's Advances included in any subsequent Revolving Borrowing shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank's Advances included in respect of such Borrowing, Conversion, or continuation Revolving Borrowing shall be a Reference Base Rate Advance;; (B) such 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 (iiiiv) 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 a Reference Base Rate Advance; (ivA) if the Majority Lenders any Bank shall, at least one Business Day before the date of any requested Revolving Borrowing, notify the Administrative Agent that the Eurodollar Rate for such Bank's Eurodollar Rate Advances comprising Advance included in such Revolving Borrowing will not adequately reflect the cost to such Lenders Bank of making or funding their respective its Eurodollar Rate Advances, as the case may be, for Advance included in such Revolving Borrowing, the right of the Borrower to select a Eurodollar Rate Advances Advance from such Bank for such Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until the Administrative Agent such Bank shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist, and each such Bank's Advance comprising included in such Revolving Borrowing shall be a Reference Base Rate Advance; (B) such 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 would avoid the effect of this paragraph and would not, in the reasonable judgment of such Bank, be otherwise materially disadvantageous to such Bank; and (C) if such condition shall continue for such Bank for 60 days, such Bank may be replaced in accordance with the procedures in Section 2.15; and (vvi) 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Revolving Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base 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 Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, Bank shall at least one Business Day before the date of any requested Borrowing, Conversion, Conversion or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank in respect of such Borrowing, Conversion, Conversion or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 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 ofof "Interest Period" in Section 1.01 and paragraph (b) above, the Administrative Agent shall so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance, Converted into Reference Rate Advances.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (ia) at no time shall there be more than six five Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (b) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that when a Default has occurred and is continuing; (iic) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation 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 Rate Advances or to fund or maintain Eurodollar Rate Advances, (A) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiid) 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 a Reference Base Rate Advance; (ive) 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 Base Rate Advance; and (vf) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Advances, or fail to deliver a timely Notice of Continuation with respect thereto, in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraph (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 or, if an existing Advance, Convert into Base 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 ten Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraphs (a) 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 Eurodollar Advances with an interest period duration of one month or, in the case of continuation of an existing Advance, Convert into Base 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 twelve Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender Bank shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender Bank in respect of such Borrowing, Conversion, or continuation shall be a Reference Base Rate Advance; (iii) 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 Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Base Rate Advance; (iv) 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 Reference 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 ofof “Interest Period” in Section 1.1 and paragraph (b) above, the Agent shall forthwith so notify the Borrower and the Banks and such Advances shall be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Convert into Base Rate Advances.

Certain Limitations. Notwithstanding anything Anything in paragraph (a) above to the contrary contained in paragraphs (a) and (b) abovenotwithstanding: (i) at no time shall there be more than six four (4) Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar more than one Interest Period applicable to outstanding Prime Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender Bank shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from for such Lender Borrowing or for any subsequent Borrowing shall be suspended until such Lender Bank shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the each Advance made by comprising such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Prime Rate Advance; (iii) 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 Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Prime Rate Advance; (iv) if the Majority Lenders Required 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 Reference Prime 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 comprising any requested Borrowing, the provisions contained in Agent will forthwith so notify the definition ofBorrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Prime Rate Advances; and (vi) at any time a Default exists, no Borrowings comprised of Eurodollar Rate Advances shall be requested by or available to the Borrower.

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 and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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 Rate Advances Advances, or to fund or maintain Eurodollar Rate Advances, the right of the Borrower Borrowers to select Eurodollar Rate 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 the such Lender’s Revolving Advance made by for such Lender in respect of such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate Advance; (iii) 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 Rate 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 Rate 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 a Reference Base Rate Advance; (iv) 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 Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding or maintaining their respective Eurodollar Rate 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 Rate 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 Reference Base Rate Advance; and; (v) if the either 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 ofof “Interest Period” in Section 1.01 and paragraphs (a) and (b) above or shall fail to deliver a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrowers and the Lenders and such Revolving Advances will be made available to such Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Revolving Advance, Convert into Base Rate Advances; and (vi) no Revolving Advance may be Converted or Continued 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 Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if If any Lender shall, at least one (1) Business Day before the date of any requested BorrowingLIBOR Loan, Conversion, or continuation, notify provide written notice to the Administrative Agent that the introduction of or any change Change in or in the interpretation of any law or regulation 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 Rate Advances LIBOR Loans or to fund or maintain Eurodollar Rate AdvancesLIBOR Loans, the Administrative Agent shall notify the Borrower thereof and the right of the Borrower to select Eurodollar Rate Advances LIBOR Loans from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance Loan made by such Lender in respect of such Borrowingrequested Loan, Conversion, or continuation shall be a Reference Rate AdvanceLoan; 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 Administrative Agent pursuant to this paragraph (a), subject to any amounts required to be paid under Clause 13 (Break Costs), if any; (iiib) if the Administrative Agent is unable to determine the Eurodollar Rate LIBOR for Eurodollar Rate 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 Rate 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 a 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 Administrative Agent pursuant to this paragraph (b), subject to any amounts required to be paid under Clause 13 (Break Costs), if any; and (ivc) 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 Rate Advances LIBOR Loans comprising such Borrowing requested Loan will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate AdvancesLIBOR Loans, as the case may be, for such Borrowingrequested Loan, the right of the Borrower to select Eurodollar Rate 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 Reference Rate AdvanceLoan; andprovided 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. (vd) if the Borrower shall fail deliver a Selection Note to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Administrative Agent in accordance with the provisions contained in the definition ofClause 12.1 (

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 Rate Advances and Loans; (ii) the Borrower may not select Eurodollar Rate Advances Loans for any Borrowing at any time that when a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances Loans comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference Base Rate AdvanceLoan; (iv) 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 Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate AdvancesLoans, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate 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 Reference Base Rate AdvanceLoan; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition ofof Interest Period in Section 1.1 and paragraph (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans will be made available to the Borrower on the date of such Borrowing as Base Rate Loans or, if an existing Loan, Convert into Base Rate Loans.

Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six ten Interest Periods applicable to outstanding Eurodollar Rate Advances and Advances; (ii) the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a when an Event of Default has occurred and is continuing; (iiiii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any 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) the right obligation of such Lender to make such Eurodollar Advance as part of the Borrower to select Eurodollar Rate Advances from such Lender requested Borrowing or for any subsequent Borrowing shall be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer existexist 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 the Advance made by (B) such Lender in respect 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 Borrowingdesignation would avoid the effect of this paragraph and would not, Conversionin the reasonable judgment of such Lender, or continuation shall be a Reference Rate Advanceotherwise disadvantageous to such Lender; (iiiiv) 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 a Reference Base Rate Advance; (ivv) 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 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 Base Rate Advance; and (vvi) 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 ofof Interest Period in Section 1.1 and paragraphs (a) and (b) above, the Administrative Agent will forthwith so NY\6260051.12 notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Eurodollar Advances with an interest period duration of one month or, in the case of continuation of an existing Advance, Convert into Base 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 8 Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingAdvances; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of any Legal Requirement after the date hereof, or any change in or in the interpretation of any law or regulation 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, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) 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 a Reference Rate Advance; (iv) 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 ofof “Interest Period” in Section 1.01 and paragraph (b) above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the Borrower on the date of such Borrowing as Eurodollar Rate Advances with an Interest Period of one month or, if an existing Advance, Convert into Reference Rate Advances; and (vi) no Borrowing may be made as, continued as or Converted into, Eurodollar Rate Advances at any time that 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 one Interest Periods Period applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuingLoans; (ii) (A) if any Term Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Term Lender or any of its Applicable Lending Office Offices to perform its obligations under this Agreement to make Eurodollar Rate Advances Loans, or to fund or maintain Eurodollar Rate AdvancesLoans, the right of the Borrower to select Eurodollar Rate Advances Loans from such Term Lender for such Borrowing or for any subsequent Borrowing shall be suspended until such Term Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of Term Lender's Term Loan for such Borrowing, Conversion, or continuation Borrowing shall be a Reference Base Rate AdvanceLoan and (B) such Term 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 Term Lender, be otherwise disadvantageous to such Term Lender; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate 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 Rate Advances for such Borrowing Loans or for any subsequent Borrowing and the obligation of the Term Lenders to make such Eurodollar Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Term Lenders that the circumstances causing such suspension no longer exist, and each Advance Term Loan comprising such Borrowing shall be a Reference Base Rate AdvanceLoan; (iv) if the Majority Required Term 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 Rate Advances comprising such Borrowing will not adequately reflect the cost to such Term Lenders of making or funding their respective Eurodollar Rate Advances, Loans 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 Rate Advances Loans for such Borrowing or for any subsequent Borrowing and the obligation of the Term Lenders to make Eurodollar Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Term Lenders that the circumstances causing such suspension no longer exist, and each Advance Term Loan comprising such Borrowing shall be a Reference Base Rate Advance; andLoan; (v) if the Borrower shall fail to select the duration or continuation Continuation of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition ofof "Interest Period" in Section 1.1 and paragraphs (a) and (b) above or shall fail to deliver a Notice of Conversion or Continuation or to specify the Type of Eurodollar Loan in a Notice of Conversion or Continuation, the Administrative Agent will forthwith so notify the Borrower and the Term Lenders and such Term Loans will be made available to the Borrower on the date of such Borrowing and will have an Interest Period of one month; and (vi) no Term Loan may be Converted or Continued as a Eurodollar Loan at any time when a Default has occurred and is continuing.