Common use of Selection of Interest Periods Clause in Contracts

Selection of Interest Periods. The Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an Interest Period specified by the Borrower or convert part or all of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereon.

Selection of Interest Periods. The Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight five (8)5). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an Interest Period specified by the Borrower or convert part or all of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two three (23) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereon.

Selection of Interest Periods. The Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular BorrowingLIBOR Loans, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing Loan or, subject to Section SECTION 2.3's minimum amount requirement for each outstanding BorrowingLoan, a portion thereof, as follows: : (i) if such Borrowing Loan is of a LIBOR LoansLoan, the Borrower may continue part or all of such Borrowing Loan as a LIBOR Loans Loan for an Interest Period specified by the Borrower or convert part or all of such Borrowing Loan into a Base Rate Loans Loan on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing Loan into a Base Rate Loans Loan so long as it pays the breakage fees and funding losses provided in Section SECTION 2.12 and all interest accrued on such BorrowingLoan, and (ii) if such Borrowing Loan is of a Base Rate LoansLoan, the Borrower may convert all or part of such Borrowing Loan into a LIBOR Loans Loan for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans Loan for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans Loan into a Base Rate Loans Loan or conversion of a Base Rate Loans Loan into a LIBOR Loans Loan must be given by no later than 11:00 a.m. at least two three (23) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, continuation or conversion of a Borrowing Loan by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowingapplicable Loan(s), the type of Loans Loan(s) to comprise such new, continued or converted Borrowing Loan(s), and, if any such Borrowing Loan is to be comprised of a LIBOR LoansLoan, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereon.

Selection of Interest Periods. The Borrower may Promptly upon receiving each Notice of ------------------------------ Borrowing, the Deal Agent shall, following its review of the Borrower's proposal, select multiple (subject to the approval of each Managing Agent) the Interest Periods for the Revolving Loans constituting Loan thereby requested. At least one Business Day prior to the last day of each Interest Period for any particular BorrowingLoan, provided that at no time the Borrower shall the number of different request new Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included all Loans, or any portions thereof, the Interest Periods of which are then ending and which are not to be prepaid as provided in each Borrowing shall bear interest initially at the type of rate specified Section ------- 2.07 below; provided that, in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type case of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an any Interest Period specified for a Loan for ---- -------- which interest is requested to be determined by reference to the Borrower or convert part or all of Eurodollar Rate, such Borrowing into Base Rate Loans on request shall be given not later than 10:00 AM (Boston, Massachusetts time) at least three (3) Business Days prior to the last day of the relevant Interest Period; and provided further that (i) the portion of any Loan assigned -------- ------- to an Interest Period applicable thereto, or for which interest is requested to be determined by reference to the Borrower may earlier convert part or all of such Borrowing into Base Eurodollar Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowingshall not be less than $1,000,000, and (ii) if such Borrowing is any other portion of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for a Loan assigned to an Interest Period specified by the Borrower on any Business Dayshall not be less than $200,000. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before On the date of any Borrowing hereunder and, so long as any Loan is outstanding, on the requested continuation first day of each successive Interest Period for such Loan, the Managing Agent for the Lender of such Loan shall notify the Borrower of the duration of the relevant Interest Period and the interest rate which will be applicable to such Loan during such Interest Period as described in Section 2.06 ------------ below. Any Interest Period that commences before the Termination Date and would otherwise end on a date occurring after the Termination Date shall end on the Termination Date and the duration of any Interest Period that commences on or conversionafter the Termination Date shall be of such duration as shall be selected by the Deal Agent (subject to the approval of each Managing Agent). The Borrower In addition, if a CP Disruption shall give such notices concerning the advancehave occurred and be continuing, continuationany Lender, or conversion of a Borrowing its Managing Agent or the Deal Agent on its behalf, may, upon notice to the Borrower, terminate any Interest Period then in effect if such Lender has funded the Loan allocated to such Interest Period by telephone or facsimile issuing Transaction Commercial Paper Notes. All outstanding Loans (which notice and all outstanding portions thereof) shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the assigned an Interest Period applicable thereto. The Borrower agrees that at all times, which Interest Periods will be limited as set forth in the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereondefinition thereof.

Selection of Interest Periods. The (a) A Borrower (or the Company on behalf of a Borrower) may select multiple an Interest Period for each Initial Term Facility Loan (other than the Initial Term Facility Loan which is funded in the Base Currency) in any Utilisation Request or (if that Initial Term Facility Loan has already been borrowed) in a Selection Notice. (b) Each Selection Notice for an Initial Term Facility Loan is irrevocable and must be delivered to the Agent by a Borrower (or the Company on behalf of a Borrower) not later than the Specified Time. (c) If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above in respect of an Interest Period for an Initial Term Facility Loan, that Interest Period will be three Months ending on each Interest Payment Date or, if the Loan is in the Alternative Currency, the period specified in respect of that currency in the Benchmark Schedule. (d) Subject to this Clause 12, the Interest Periods for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included Initial Term Facility Loan which is funded in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: RMB shall: (i) if such Borrowing is in respect of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an first Interest Period specified by for that Initial Term Facility Loan, start on the Borrower Utilisation Date for such Loan and end on (A) (if the next Interest Payment Date falls on a date that is within (and including the date that falls) one Month after the Utilisation Date) the next Interest Payment Date falling after one Month after the Utilisation Date for such Loan, or convert part or all (B) (if the next Interest Payment Date falls on a date that falls beyond one Month after the Utilisation Date) the next Interest Payment Date falling after the Utilisation Date for such Loan; and (ii) in respect of such Borrowing into Base Rate Loans each subsequent Interest Period for that Initial Term Facility Loan, start on the last day of the preceding Interest Payment Date relating to that Initial Term Facility Loan and end on the next Interest Payment Date. (e) Subject to this Clause 12, a Borrower (or the Company) may select an Interest Period applicable theretofor an Initial Term Loan which is funded in the Alternative Currency of: (i) one, two, three or six Months or such period as specified in the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and Benchmark Schedule; (ii) if a duration so that the last day of that Interest Period is the same day as a Repayment Date or a date on which payment is required to be made under any Hedging Agreement (provided that such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for selection would not result in an Interest Period specified longer than six Months); or (iii) any other period as selected by the Borrower Company and agreed with the Agent (acting on any Business Day. Notices the instructions of all the Lenders in respect of the continuation of a Borrowing of LIBOR Loans relevant Facility). (f) An Interest Period for an additional Initial Term Facility Loan shall not extend beyond the Termination Date in relation to that Initial Term Facility. (g) The first Interest Period or for an Initial Term Facility and for an Additional Facility which is a term loan facility shall start on the first Utilisation Date of the conversion applicable Facility, in the case where a Loan has already been made under any of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before such Facilities, each subsequent Interest Period shall start on the date last day of the requested continuation preceding Interest Period relating to that Initial Term Facility Loan or conversion. The Borrower that Additional Facility Loan (as the case may be). (h) This Clause 12.1 shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice apply to any Additional Facility provided that any Interest Period relating to any Additional Facility Loan under any Additional Facility shall be irrevocable once given and, if by telephone, shall be promptly confirmed determined in writing) pursuant to a Borrowing Request which shall specify accordance with the date terms of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans Additional Facility Notice relating to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereonAdditional Facility.

Selection of Interest Periods. The Upon receiving each Notice of Borrowing, the Administrative Agent shall, following its review of the Borrower's proposal, promptly inform the Borrower may if one or more of the Interest Periods requested in such notice are not acceptable, and, in such event, select multiple (in the exercise of its sole discretion) the Interest Periods for the Revolving Loans constituting Triple-A Loan thereby requested; provided, however, that the Administrative Agent shall use reasonable efforts to select Interest Periods which approximately match the duration of those requested by the Borrower. At least one Business Day prior to the last day of each Interest Period for any particular BorrowingTriple-A Loan, provided that at no time the Borrower shall the number of different request new Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included all Triple-A Loans, or any portions thereof, the Interest Periods of which are then ending and which are not to be prepaid as provided in each Borrowing shall bear interest initially at the type of rate specified Section 2.07 below; provided that, in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type case of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an any Interest Period specified for a Triple-A Loan for which interest is requested to be determined by reference to the Borrower or convert part or all of Eurodollar Rate, such Borrowing into Base Rate Loans on request shall be given not later than 11:00 A.M. (New York City time) at least three (3) Business Days prior to the last day of the relevant Interest Period; and provided further that the portion of any Triple-A Loan assigned to an Interest Period shall not be less than $200,000. The Administrative Agent shall, on the date of any Borrowing hereunder and, so long as such Triple-A Loan is outstanding, on the first day of each successive Interest Period for such Triple-A Loan, notify the Collateral Agent and the Borrower of the duration of the relevant Interest Period and the interest rate which will be applicable theretoto the Triple-A Loans during such Interest Period as described in Section 2.06 below. Any Interest Period that commences before the Termination Date and would otherwise end on a date occurring after the Termination Date shall end on the Termination Date and the duration of any Interest Period that commences on or after the Termination Date shall be of such duration as shall be selected by the Administrative Agent. In addition, if a CP Disruption shall have occurred and be continuing, Triple-A, or the Borrower may earlier convert part or all of Administrative Agent on its behalf, may, upon notice to the Borrower, terminate any Interest Period then in effect if Triple-A has funded the Triple- A Loan allocated to such Borrowing into Base Rate Interest Period by issuing Transaction Commercial Paper Notes. All outstanding Triple-A Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 (and all interest accrued on such Borrowing, and (iioutstanding portions thereof) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for shall be assigned an Interest Period specified by at all times, which Interest Periods will be limited as set forth in the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereondefinition thereof.

Selection of Interest Periods. (1) The Borrower may shall select multiple an Interest Periods Period for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified a Loan in the Borrowing Utilisation Request with respect thereto. Thereafterfor that Loan. (2) Subject to this clause 8 (Interest Periods), the Borrower may from time to time elect to change select an Interest Period of one, three or continue six Months, as specified in the type of interest rate borne Utilisation Request. (3) An Interest Period for a Loan shall not extend beyond the Final Repayment Date. If an Interest Period for a Loan selected by each Borrowing orthe Borrower would, subject to Section 2.3's minimum amount requirement but for each outstanding Borrowingthis clause 8.1(3), extend beyond the Final Repayment Date (such Interest Period, a portion thereofBroken Period), then for that Broken Period the Base Rate shall be determined in accordance with the following formula: where: r = the Base Rate to be determined, r1 = JIBAR or where it is not possible to determine JIBAR on any Reset Date, SAR-JIBAR-Reference Rate, in either case converted to a nominal annual compounded monthly/quarterly/semi-annually (as follows: applicable) in arrear rate, for the period closest to but less than that Broken Period plus, if this would result in r1 being equal to the SAFEX Overnight Deposit Rate, 0,01%; r2 = JIBAR or where it is not possible to determine JIBAR on any Reset Date, SAR-JIBAR-Reference Rate, in either case converted to a nominal annual compounded monthly/quarterly/semi-annually (ias applicable) if such Borrowing in arrear rate, for the period closest to but greater than that Broken Period; t1 = the number of days applicable to the period for which r1 is quoted on the first day of LIBOR Loansthat Broken Period; t2 = the number of days applicable to the period for which r2 is quoted on the first day of that Broken Period; t = the number of days in that Broken Period. (4) Each Interest Period for a Loan shall start on the relevant Utilisation Date. (5) Subject to this clause 8 (Interest Periods), the Borrower may continue part or all select a different Interest Period for a Rollover Loan than the Interest Period of such Borrowing as LIBOR Loans the Loan being refinanced by that Rollover Loan in the Utilisation Request delivered for that Rollover Loan. (6) If the Borrower fails to select an Interest Period specified by for a Loan in the Borrower or convert part or all of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans Utilisation Request for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loansthat Loan, the Interest Period for the applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice Loan shall govern if the Agent or any Lender has acted in reliance thereonbe three Months.

Selection of Interest Periods. The In each Notice of Borrowing delivered pursuant to Section 3.2, Section 5.2, Section 6.2 or Section 7.2, each Notice of Conversion delivered pursuant to Section 3.8, Section 5.6, Section 6.6 or Section 7.6 and each Notice of Rollover delivered pursuant to Section 8.14 in which the Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular has elected a Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. ThereafterConversion Advance or Rollover Advance comprising a LIBO Rate SOFR Loan Portion, the Borrower may from time shall and, at least three (3) Business Days prior to time elect to change or continue the type last day of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for Interest Period in respect of each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR LoansLIBO Rate SOFR Loan Portion, the Borrower may continue part or all may, select and notify the Administrative Agent of such Borrowing as LIBOR Loans for an the Interest Period specified by the Borrower or convert part or all of applicable to such Borrowing into Base LIBO Rate Loans SOFR Loan Portion commencing on the Drawdown Date, Conversion Date, Rollover Date or last day of the Interest Period applicable theretoPeriod, as the case may be, and ending on a Business Day, which period shall be one month or , three months or six months as the Borrower may earlier convert part or all elect, the whole subject to market availability; provided, however, that: 9.8.1 if the Borrower fails to so elect the duration of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loansany Interest Period, the Borrower may convert all or part of such Borrowing into LIBOR Loans for shall be deemed to have selected an Interest Period specified by of one (1) month; 9.8.2 no Interest Period in respect of a LIBO Rate SOFR Loan Portion under the Facility A Credit shall end after the Facility A Maturity Date; 9.8.3 no Interest Period in respect of a LIBO Rate SOFR Loan Portion under the Facility C Credit shall end after the Facility C Maturity Date; 9.8.4 no Interest Period in respect of a LIBO Rate SOFR Loan Portion under the Facility D Credit shall end after the Facility D Maturity Date; 9.8.5 no Interest Period in respect of a LIBO Rate SOFR Loan Portion under the Facility E Credit shall end after the Facility E Maturity Date; and 9.8.6 the aggregate amount in respect of which the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for selects an additional Interest Period or shall not be less than US$1,000,000 and in integral multiples of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed US$100,000 in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereonexcess thereof.

Selection of Interest Periods. (i) The first Interest Period under the Note shall commence on the date hereof, shall be a Prime-Based Rate Interest Period and shall continue with respect to the Borrower until a date three (3) business days after notification by Borrower to the Bank of the selection of the next succeeding Interest Period under such Notes. (ii) By no later than 10:00 a.m. (New York time) on the day three (3) business days prior to each Interest Renegotiation Date, the Borrower shall deliver to the Bank a written or telephonic request (confirmed in writing) for a quote for a Fixed Rate specifying the principal amount of Loans to be subject thereto and a proposed duration therefor; provided, however that the Bank in its sole discretion may, but shall be under no obligation to, accept such notice the same day of the requested Loan, in such case the interest rate may select multiple Interest Periods not be the same as would be if the Bank were afforded three days' notice, it being understood that the Bank's index for the Revolving Loans constituting any particular Borrowing, provided that at no time shall determining each such rate may vary depending on the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8)days' advance notice it receives. The Revolving Loans included in each Borrowing Bank shall bear interest initially at use its best efforts to furnish such Borrower not later than 11:30 a.m. (New York time) on the type same business day as the date of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowingsuch request, a portion thereof, quote of the Fixed Rate for the Loans and the duration proposed by such Borrower. By no later than 3:00 p.m. (New York time) on the same business day as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all date of such Borrowing as LIBOR Loans for an request such Borrower shall specify to the Bank whether the next succeeding Interest Period specified by for such Loans is to be a Prime-Based Rate Interest Period or a Fixed Rate Interest Period; provided, that if the Borrower Bank shall determine (which determination shall be conclusive and binding upon such Borrower) that it is unable for any reason to quote a Fixed Rate or convert part or all of such Borrowing into Base Rate Loans on that the last day duration of the Interest Period applicable theretodesignated by such Borrower is unacceptable, or the Bank shall so notify such Borrower may earlier convert part or all of and the Interest Period designated for such Borrowing into Base Loans shall automatically be a Prime-Based Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such BorrowingInterest Period. Each designation of, and (ii) if such Borrowing is selection of Base Rate Loansthe Loans applicable to and the duration of, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the a Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given andand effective upon the acknowledgment and acceptance by the Bank. If a Borrower shall fail to designate, if by telephoneor in the case of a Fixed Rate Interest Period to select the principal amount of Loans applicable to or duration of, an Interest Period as provided above, such Interest Period shall automatically be a Prime-Based Rate Interest Period. Promptly after the establishment of the Prime-Based Rate or Fixed Rate, as the case may be, for any Interest Period, the Bank shall notify such Borrower and the rate set forth in such notification shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereonconclusive absent manifest error.

Selection of Interest Periods. The Borrower shall select an interest period (each, an "INTEREST PERIOD") to be applicable to each Eurodollar Loan, pursuant to the applicable Notice of Borrowing or Notice of Conversion/Continuation, as the case may select multiple be, which Interest Periods for the Revolving Loans constituting any particular BorrowingPeriod shall be, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included in each Borrowing shall bear interest initially at the type Borrower's option, a 30-, 60-, 90-, or 180-day period; PROVIDED, that all of rate the following shall be satisfied with respect thereto: (i) the initial Interest Period for any Eurodollar Loan shall commence on the Borrowing Date in respect of such Loan, in the case of a Loan initially made as a Eurodollar Loan, in which event the Notice of Borrowing must be given at least two Business Days prior to the Borrowing Date and specify the Interest Period thereon or on the date specified in the Borrowing Request with respect theretoapplicable Notice of Conversion/Continuation, in the case of a Loan converted to a Eurodollar Loan; (ii) in the case of immediately successive Interest Periods applicable to a Eurodollar Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires. ThereafterNotwithstanding the foregoing, if any Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall be extended to the Borrower may from time next succeeding Business Day unless the result of such extension would be to time elect to change carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day; (iii) any Interest Period for a Eurodollar Loan that begins on the last Business Day of a calendar month (or continue on a day for which there is no numerically corresponding day in the type calendar month at the end of interest rate borne by each Borrowing orsuch Interest Period) shall, subject to Section 2.3's minimum amount requirement for each outstanding Borrowingclause (ii) above, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an Interest Period specified by the Borrower or convert part or all of such Borrowing into Base Rate Loans end on the last day Business Day of a calendar month; and (iv) no Interest Period with respect to any portion of the Interest Period applicable thereto, or Revolving Credit Loans shall extend beyond the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereonRevolving Credit Maturity Date.

Selection of Interest Periods. The Borrower may Promptly upon receiving each Notice of ------------------------------ Borrowing, the Deal Agent shall, following its review of the Borrower's proposal, select multiple (in the exercise of its sole discretion) the Interest Periods for the Revolving Loans constituting EagleFunding Loan thereby requested. At least one Business Day prior to the last day of each Interest Period for any particular BorrowingEagleFunding Loan, provided that at no time the Borrower shall the number of different request new Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included all EagleFunding Loans, or any portions thereof, the Interest Periods of which are then ending and which are not to be prepaid as provided in each Borrowing shall bear interest initially at the type of rate specified Section 2.07 below; provided that, in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type case of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an any ------------- -------- Interest Period specified for a EagleFunding Loan for which interest is requested to be determined by reference to the Borrower or convert part or all of Eurodollar Rate, such Borrowing into Base Rate Loans on request shall be given not later than 10:00 A.M. (Boston, Massachusetts time) at least three (3) Business Days prior to the last day of the relevant Interest Period; and provided further -------- ------- that (x) the portion of any EagleFunding Loan assigned to an Interest Period for which interest is requested to be determined by reference to the Eurodollar Rate shall not be less than $1,000,000, and (y) any other portion of a EagleFunding Loan assigned to an Interest Period shall not be less than $200,000. The Deal Agent shall, on the date of any Borrowing hereunder and, so long as such EagleFunding Loan is outstanding, on the first day of each successive Interest Period for such EagleFunding Loan, notify the Borrower of the duration of the relevant Interest Period and the interest rate which will be applicable theretoto the EagleFunding Loans during such Interest Period as described in Section 2.06 ------------ below. Any Interest Period that commences before the Termination Date and would otherwise end on a date occurring after the Termination Date shall end on the Termination Date and the duration of any Interest Period that commences on or after the Termination Date shall be of such duration as shall be selected by the Deal Agent. In addition, if a CP Disruption shall have occurred and be continuing, EagleFunding, or the Borrower may earlier convert part or all of Deal Agent on its behalf, may, upon notice to the Borrower, terminate any Interest Period then in effect if EagleFunding has funded the EagleFunding Loan allocated to such Borrowing into Base Rate Interest Period by issuing Transaction Commercial Paper Notes. All outstanding EagleFunding Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 (and all interest accrued on such Borrowing, and (iioutstanding portions thereof) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for shall be assigned an Interest Period specified by at all times, which Interest Periods will be limited as set forth in the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereondefinition thereof.

Selection of Interest Periods. The In each Notice of Borrowing delivered pursuant to Section 3.2, Section 5.2, Section 6.2 or Section 7.2, each Notice of Conversion delivered pursuant to Section 3.8, Section 5.6, Section 6.6 or Section 7.6 and each Notice of Rollover delivered pursuant to Section 8.14 in which the Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular has elected a Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. ThereafterConversion Advance or Rollover Advance comprising a LIBO Rate Loan Portion, the Borrower may from time shall and, at least three (3) Business Days prior to time elect to change or continue the type last day of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for Interest Period in respect of each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR LoansLIBO Rate Loan Portion, the Borrower may continue part or all may, select and notify the Administrative Agent of such Borrowing as LIBOR Loans for an the Interest Period specified by the Borrower or convert part or all of applicable to such Borrowing into Base LIBO Rate Loans Loan Portion commencing on the Drawdown Date, Conversion Date, Rollover Date or last day of the Interest Period applicable theretoPeriod, as the case may be, and ending on a Business Day, which period shall be one month or three months as the Borrower may earlier convert part or all elect, the whole subject to market availability; provided, however, that: 9.8.1 if the Borrower fails to so elect the duration of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loansany Interest Period, the Borrower may convert all or part of such Borrowing into LIBOR Loans for shall be deemed to have selected an Interest Period specified by of one (1) month; 9.8.2 no Interest Period in respect of a LIBO Rate Loan Portion under the Facility A Credit shall end after the Facility A Maturity Date; 9.8.3 no Interest Period in respect of a LIBO Rate Loan Portion under the Facility C Credit shall end after the Facility C Maturity Date; 9.8.4 no Interest Period in respect of a LIBO Rate Loan Portion under the Facility D Credit shall end after the Facility D Maturity Date; 9.8.5 no Interest Period in respect of a LIBO Rate Loan Portion under the Facility E Credit shall end after the Facility E Maturity Date; and 9.8.6 the aggregate amount in respect of which the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for selects an additional Interest Period or shall not be less than US$1,000,000 and in integral multiples of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed US$100,000 in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereonexcess thereof.

Selection of Interest Periods. The Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight five (8)5). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an Interest Period specified by the Borrower or convert part or all of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereon.LIBOR

Selection of Interest Periods. The Borrower may select multiple ----------------------------- Interest Periods for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight five (8)5). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an Interest Period specified by the Borrower or convert part or all of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two three (23) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereon.

Selection of Interest Periods. The Borrower may select multiple in a written notice to the Lender the duration of an Interest Period for the Loan subject as follows: each notice is irrevocable and must be delivered to the Lender by the Borrower not later than 11.00 a.m. on the Quotation Day; if the Borrower fails to give a notice in accordance with Clause 9.1.1, the relevant Interest Period will, subject to Clauses 9.2 (Interest Periods for the Revolving Loans constituting any particular Borrowingto meet Repayment Dates) and 9.3 (Non-Business Days), provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight be three (8). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter3) months; subject to this Clause 9, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for select an Interest Period specified by of three (3), or six (6) or twelve (12) months or any other period agreed between the Borrower and the Lender; an Interest Period shall not extend beyond the Termination Date; and each Interest Period shall start on the Utilisation Date or convert part or all of such Borrowing into Base Rate Loans (if the Loan is already made) on the last day of the its preceding Interest Period applicable thereto, and end on the date which numerically corresponds to the Utilisation Date or the Borrower may earlier convert part or all last day of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an preceding Interest Period specified by in the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given andrelevant calendar month except that, if by telephone, shall be promptly confirmed there is no numerically corresponding date in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loansthat calendar month, the Interest Period applicable theretoshall end on the last Business Day in that month. The Borrower agrees that Interest Periods to meet Repayment Dates If an Interest Period will expire after the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative next Repayment Date, there shall be a separate Interest Period for a part of the Borrower without Loan equal to the necessity Repayment Instalment due on that next Repayment Date and that separate Interest Period shall expire on that next Repayment Date. Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). Changes to the Calculation of independent investigation and thatInterest Absence of quotations Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11.00 am on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks. Market disruption If a Market Disruption Event occurs for any such notice Interest Period, then the rate of interest on the Loan for that Interest Period shall be the percentage rate per annum which is the sum of: the Margin; and the rate notified to the Borrower by telephone conflicts with the Lender as soon as practicable, and in any written confirmationevent by close of business on the date falling three (3) Business Days after the Quotation Day (or, such telephonic notice shall govern if earlier, on the Agent or any date falling three (3) Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the Lender has acted in reliance thereonof funding the Loan from whatever source it may reasonably select.

Selection of Interest Periods. The Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight five (8)5). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an Interest Period specified by the Borrower or convert part or all of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two three (23) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereon.

Selection of Interest Periods. The Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an Interest Period specified by the Borrower or convert part or all of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two three (23) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereon.

Selection of Interest Periods. The (a) A Borrower (or the Company on behalf of a Borrower) may select multiple an Interest Period for the Initial Term Facility Loan (other than the Initial Term Facility Loan which is funded in the Base Currency) in the Utilisation Request or (if that Initial Term Facility Loan has already been borrowed) in a Selection Notice. 98 Project Unicorn - Facilities Agreement (b) Each Selection Notice for an Initial Term Facility Loan is irrevocable and must be delivered to the Agent by a Borrower (or the Company on behalf of a Borrower) not later than the Specified Time. (c) If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above in respect of an Interest Period for an Initial Term Facility Loan, that Interest Period will be three Months ending on each Interest Payment Date or, if the Loan is in the Alternative Currency, the period specified in respect of that currency in the Benchmark Schedule. (d) Subject to this Clause 12, the Interest Periods for the Revolving Loans constituting any particular Borrowing, provided that at no time shall the number of different Interest Periods for outstanding LIBOR Loans exceed eight (8). The Revolving Loans included Initial Term Facility Loan which is funded in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect thereto. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: RMB shall: (i) if such Borrowing is in respect of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an first Interest Period specified by for that Initial Term Facility Loan, start on the Borrower or convert part or all Initial Utilisation Date and end on 21 March 2020; and (ii) in respect of such Borrowing into Base Rate Loans each subsequent Interest Period for that Initial Term Facility Loan, start on the last day of the preceding Interest Payment Date relating to that Initial Term Facility Loan and end on the next Interest Payment Date. (e) Subject to this Clause 12, a Borrower (or the Company) may select an Interest Period applicable theretofor the Initial Term Loan which is funded in the Alternative Currency of: (i) one, two, three or six Months or such period as specified in the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and Benchmark Schedule; (ii) if a duration so that the last day of that Interest Period is the same day as a Repayment Date or a date on which payment is required to be made under any Hedging Agreement (provided that such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for selection would not result in an Interest Period specified longer than six Months); or (iii) any other period as selected by the Borrower Company and agreed with the Agent (acting on any Business Day. Notices the instructions of all the Lenders in respect of the continuation of a Borrowing of LIBOR Loans relevant Facility). (f) An Interest Period for the Initial Term Facility Loan not extend beyond the Termination Date in relation to the Initial Term Facility. (g) The first Interest Period for the Initial Term Facility and for an additional Additional Facility which is a term loan facility shall start on the Initial Utilisation Date or the first Utilisation Date of the applicable Facility, in the case where a Loan has already been made under any of such Facilities, each subsequent Interest Period or shall start on the last day of the conversion of part preceding Interest Period relating to that Initial Term Facility Loan or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must that Additional Facility Loan (as the case may be). (h) This Clause 12.1 shall apply to any Additional Facility provided that any Interest Period relating to any Additional Facility Loan under any Additional Facility shall be given by no later than 11:00 a.m. at least two (2) Business Days before determined in accordance with the date terms of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant Additional Facility Notice relating to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent or any Lender has acted in reliance thereonAdditional Facility.

Selection of Interest Periods. (a) The Borrower Borrowers may select multiple the Interest Period for each Tranche in the Utilisation Request for that Tranche. Following the Utilisation Date, the Interest Periods for of both Tranches shall be consolidated and the Revolving Loans constituting any particular BorrowingLoan shall have one Interest Period. Subject to paragraph (f) below and Clause 10.2 (Changes to Interest Periods), provided that at no time shall the number Borrowers may select each subsequent Interest Period in respect of different the Loan in a Selection Notice. (b) Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrowers not later than the Specified Time. (c) If the Borrowers fail to select an Interest Periods for outstanding LIBOR Loans exceed eight Period in a Utilisation Request or fail to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (8). The Revolving Loans included in each Borrowing shall bear interest initially at a) and (b) above, the type relevant Interest Period will, subject to paragraph (f) below and Clause 10.2 (Changes to Interest Periods), be three Months or, if the Loan or relevant part of rate the Loan is a Compounded Rate Loan, the period specified in the Borrowing Request with respect thereto. ThereafterBenchmark Terms. (d) Subject to this Clause 10 (Interest Periods), the Borrower Borrowers may from time select an Interest Period of three or six months if the Loan or relevant part of the Loan is not a Compounded Rate Loan or, if the Loan or relevant part of the Loan is a Compounded Rate Loan, of any period specified in the Benchmark Terms or, in either case, any other period agreed between the Borrowers and the Facility Agent and all the Lenders. (e) An Interest Period in respect of a Tranche shall not extend beyond the Termination Date. (f) In respect of a Repayment Instalment, the Borrowers may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to time elect such Repayment Instalment shall end on the Repayment Date relating to change or continue the type of interest rate borne by each Borrowing orit and, subject to Section 2.3's minimum amount requirement for each outstanding Borrowingparagraph (d) above, select a portion thereof, as follows: (i) if such Borrowing is of LIBOR Loans, the Borrower may continue part or all of such Borrowing as LIBOR Loans for an longer Interest Period specified by for the Borrower or convert remaining part or all of such Borrowing into Base Rate Loans the Loan. (g) The first Interest Period for the Loan shall start on the Utilisation Date and each subsequent Interest Period shall start on the last day of its preceding Interest Period. (h) Except for the purposes of paragraph (g) above and Clause 10.2 (Changes to Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.12 and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, the Borrower may convert all or part of such Borrowing into LIBOR Loans for an Interest Period specified by the Borrower on any Business Day. Notices of the continuation of a Borrowing of LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of LIBOR Loans into Base Rate Loans or of Base Rate Loans into LIBOR Loans must be given by no later than 11:00 a.m. at least two (2) Business Days before the date of the requested continuation or conversion. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion (which shall be a Business DayPeriods), the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Loan shall have one Interest Period applicable thereto. The Borrower agrees that the Agent and each Lender may rely on only at any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice time. (i) No Interest Period shall govern if the Agent or any Lender has acted in reliance thereonbe longer than six Months.