“Responsible Officer” means the chief executive officer, any vice chairman, president, ​, chief investment officer, chief administrative officer, chief operating officer, executive vice president, general counsel or, solely with respect to the ability to request advances of Loans and continuations and conversions of Loans and to sign Compliance Certificates, any other Person who is authorized in writing by any of the foregoing to make such requests. Any document delivered hereunder that is signed by a Responsible Officer of a ​ shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such ​ and such Responsible Officer shall be conclusively presumed to have acted on behalf of such ​.

After giving effect to all Term AA-1 Borrowings and Term A-2 Borrowings, all conversions of Term AA-1 Loans and Term A-2 Loans from one Type to the other, and all continuations of Term AA-1 Loans and Term A-2 Loans as the same Type, there shall not be more than two Interest Periods in effect in respect of the Term AA-1 Facility and Term A-2 Facility. After giving effect to all Term BB-1 Borrowings and Term B-2 Borrowings, all conversions of Term BB-1 Loans and Term B-2 Loans from one Type to the other, and all continuations of Term BB-1 Loans and Term B-2 Loans as the same Type, there shall not be more than two Interest Periods in effect in respect of the Term BB-1 Facility and Term B-2 Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than eight Interest Periods in effect in respect of the Revolving Credit Facility. For the avoidance of doubt, # all Term A-2 Loans made on the First Amendment Effective Date and all Term A-2 Loans converted from Term A-1 Loans on the First Amendment Effective Date shall be of the same Type and have the same initial Interest Period as set forth in [clause (iv)] of the definition of “Interest Period” herein and # all Term B-2 Loans made on the First Amendment Effective Date and all Term B-2 Loans converted from Term B-1 Loans on the First Amendment Effective Date shall be of the same Type and have the same initial Interest Period as set forth in [clause (v)] of the definition of “Interest Period” herein.

“Term Loan Borrowing” means the incurrence of Term Loans consisting of one Type by the Borrower from all of the Term Loan Lenders having Term Loan Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date) in the same currency, having in the case of any Eurodollar Loan the same Interest Period.

Installment Conversions. The first sentence of [Section 8.2] of the Note shall be deleted in its entirety and replaced with the following:

Mandatory Conversions. For each calendar quarter commencing on or after ​ in which the Plan is in effect, 50% of the aggregate dollar amount of a Participant’s Director’s Fees payable for such quarter up to ​, and 100% of the aggregate dollar amount of a Participant’s Director’s Fees payable for such quarter in excess of ​ shall be converted into a Stock Unit Award pursuant to [Section 4(c)] hereof.

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.

Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any similar transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances # in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, # in regard to transactions with unaffiliated third parties, made in the ordinary course of business or # in regard to transactions with unaffiliated third parties, not in excess of ​. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.

SECTION # Limitations on LIBOR Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of LIBOR Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, # after giving effect thereto, the aggregate principal amount of the LIBOR Loans comprising each LIBOR Tranche shall be equal to ​ or a whole multiple of ​ in excess thereof and # no more than 10 LIBOR Tranches shall be outstanding at any one time.[Reserved].

Borrowings and Continuations of Alternative Currency Loans. In addition to any other borrowing requirements set forth in the Agreement:

Interest Periods. After giving effect to all Credit Extensions, all conversions of Portions from one Type to the other, and all continuations of Portions as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Term SOFR Portions.