circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Euro-Dollar Advances specified in such notice, or to permit continuations or conversions into Euro-Dollar Advances, shall be suspended. Unless the Borrower notifies the Administrative Agent at least two (2) Euro-Dollar Business Days before the date of any Borrowing or Swing Borrowing of Euro-Dollar Advances for which a Notice of Borrowing has previously been given, or continuation or conversion into such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing or Swing Borrowing shall instead be made as an ABR Borrowing, or such Euro-Dollar Advance shall be converted to an ABR Advance.

then the Administrative Agent shall forthwith give written notice thereof to the Borrower and the Lenders, whereupon by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the and the Lenders that the circumstances giving rise to such suspensionsuspensionnotice no longer exist, the obligations of the Lenders to make Euro-Dollar Advances specified in such notice, or to permit continuations or conversions into Euro-Dollar Advances, shall be suspended. Unless the Borrower notifies the Administrative Agent at least two (2) Euro-Dollar Business Days before the date of any Borrowing or Swing Borrowing of Euro-Dollar Advances for which a Notice of Borrowing has previously been given, or continuation or conversion into such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing or Swing Borrowing shall instead be made as an ABR Borrowing, or such Euro-Dollar Advance shall be converted to an ABR Advance. interest rate applicable to Loans that would otherwise be funded or maintained based on the applicable Benchmark shall be the ABR.

circumstances giving rise to such suspension no longer exist, the obligationsobligation of the Lenders to make Euro-DollarEurodollar Rate Advances specified in such notice, or to permit continuations or conversionsConvert Advances into Euro-Dollar Advances,Eurodollar Rate Advances shall be suspended. Unlesssuspended until the Agent shall notify the Borrower notifiesand the Administrative Agent at least two (2) Euro-Dollar Business Days beforeLenders that the date of any Borrowing or Swing Borrowing of Euro-Dollar Advances for which a Notice of Borrowing has previously been given, or continuation or conversion intocircumstances causing such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing or Swing Borrowing shall instead be made as an ABR Borrowing, or such Euro-Dollar Advance shall be converted to an ABR Advance. suspension no longer exist.

SECTION #Illegality. If, a Change in Law shall make it unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund its Euro-Dollar Advances and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give written notice thereof to the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligationsobligation of the Lenderssuch Lender to make Euro-Dollar Advances specified in such notice, or to permit continuations or conversions into Euro-Dollar Advances, shall be suspended. Unless the Borrower notifies the Administrative Agent at least two (2) Euro-Dollar Business Days before the date of any Borrowing or Swing Borrowing of Euro-Dollar Advances shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different Lending Office if such designation will avoid the need for which a Noticegiving such notice and will not, in the judgment of Borrowing has previously been given, or continuation or conversion intosuch Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and fund any of its portion of the outstanding Euro-Dollar Advances to maturity and shall so specify in such notice, the Borrower shall immediately prepay in full the then outstanding principal amount of the Euro-Dollar Advances of such Lender, together with accrued interest thereon and any amount due such Lender pursuant to Section 8.05. Concurrently with prepaying such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not toAdvances, the Borrower shall borrow or so continue or convert on such date, such Borrowing or Swing Borrowing shall instead be made as an ABR Borrowing, orAdvance in an equal principal amount from such Euro-Dollar AdvanceLender (on which interest and principal shall be converted topayable contemporaneously with the related Euro-Dollar Advances of the other Lenders), and such Lender shall make such an ABR Advance.

the Administrative Agent shall forthwith give notice thereof to the Borrower and [[Organization B:Organization]], whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, # the obligations of the Lenders[[Organization B:Organization]] to make Euro-Dollar Advances specified in such notice,Loans or to permit continuationscontinue or conversionsconvert outstanding Loans as or into Euro-Dollar Advances,Loans shall be suspended.suspended and # each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two (2) Euro-DollarDomestic Business Days before the date of any affected Borrowing or Swing Borrowing of Euro-Dollar Advances for which a Notice of Borrowing has previously been given, or continuation or conversion into such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given,given that it elects not to borrow or so continue or convert on such date, if such affected Borrowing or Swingis a Euro-Dollar Borrowing, such Borrowing shall instead be made as an ABR Borrowing, or such Euro-Dollar Advance shall be converted to an ABR Advance. a Base Rate Borrowing.

the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to such Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances giving rise to such suspensionnotice no longer exist, # the obligations of thesuch Lenders to make Euro-Dollar Advances specified in such notice,Eurodollar Loans or to permit continuationscontinue or conversionsconvert outstanding Loans as or into Euro-Dollar Advances,Eurodollar Loans shall be suspended.suspended and # all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least two (2) Euro-Dollarone (1) Business DaysDay before the date of any Eurodollar Borrowing or Swing Borrowing of Euro-Dollar Advances for which a Notice of Borrowing or a Notice of Conversion or Continuation has previously been given, or continuation or conversion into such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given,given that it elects not to borrow or soborrow, continue or convert to a Eurodollar Borrowing on such date, then such Borrowing or Swing Borrowing shall instead be made as, continued as an ABR Borrowing, or such Euro-Dollar Advance shall be converted to an ABR Advance. into a Base Rate Borrowing.

circumstances giving rise to such suspension no longer exist, the obligationsobligation of the Lenders to make Euro-Dollar Advances specified in such notice,or Continue, or to permit continuations or conversions into Euro-Dollar Advances,Convert Advances into, Eurocurrency Rate Advances shall be suspended. Unless the Borrower notifiessuspended until the Administrative Agent at least two (2) Euro-Dollar Business Days beforeshall notify the date of any Borrowing or Swing Borrowing of Euro-Dollar Advances for which a Notice of Borrowing has previously been given, or continuation or conversion into[[Organization A:Organization]] and the Lenders that the circumstances causing such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given, that it elects not to borrow or so continue or convert on such date, such Borrowing or Swing Borrowing shall instead be made as an ABR Borrowing, or such Euro-Dollar Advance shall be converted to an ABR Advance. suspension no longer exist.

circumstances giving rise to such suspension no longer exist, the obligationsobligation of the Lenders to make Euro-Dollar Advances specified in such notice,or Continue, or to permit continuations or conversions into Euro-Dollar Advances,Convert Advances into, Eurocurrency Rate Advances in the specified currency shall be suspended. Unless the Borrower notifiessuspended until the Administrative Agent at least two (2) Euro-Dollar Business Days beforeshall notify the date of any Borrowing or Swing Borrowing of Euro-Dollar Advances for which a Notice of Borrowing has previously been given, or continuation or conversion into[[Organization A:Organization]] and such Euro-Dollar Advances for which a Notice of Continuation or Conversion has previously been given,Lenders that it elects not to borrow or so continue or convert onthe circumstances causing such date, such Borrowing or Swing Borrowing shall instead be made as an ABR Borrowing, or such Euro-Dollar Advance shall be converted to an ABR Advance. suspension no longer exist.