Affected Financial Institutions. Neither any Borrower nor any Guarantor is an Affected Financial Institution.

Affected Financial Institution. No Credit Party is an Affected Financial Institution.

. No Loan Party is an Affected Financial Institution.

Loans. Made any loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors in the Ordinary Course of Business;

Loans. Each Revolving Loan borrowing, each payment or prepayment of principal of any Revolving Loan, each payment of fees (other than administrative fees payable pursuant to [Section 3.4(c)] and [Section 3.4(d)], the Issuing [[Organization A:Organization]] Fees and, as set forth in Section 3.4(a), the Facility Fees), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in [Section 3.11]) be allocated pro rata among the Lenders in accordance with the respective Revolving Loan Commitment Percentages of the Lenders (or, if the Commitments of the Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans and Participation Interests of the Revolving Loan Lenders); provided that, if any [[Organization A:Organization]] shall have failed to pay its applicable pro rata share of any Revolving Loan, then any amount to which such [[Organization A:Organization]] would otherwise be entitled pursuant to this Section 3.7 shall instead be payable to the Administrative Agent until the share of such Loan not funded by such [[Organization A:Organization]] has been repaid; provided further, that in the event any amount paid to any [[Organization A:Organization]] pursuant to this Section 3.7 is rescinded or must otherwise be returned by the Administrative Agent, each [[Organization A:Organization]] shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such [[Organization A:Organization]], with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to, but excluding, the date two Business Days after such request, the Federal Funds Rate, and thereafter, at the Base Rate plus two percent (2%) per annum.

the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and the Banks as soon as practicable thereafter. If such notice is given # any Eurocurrency Loans requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR Loans in Dollars in the Dollar Equivalent Amount, # any Committed Rate Loans that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans and # any Eurocurrency Loans in such affected Currency that were to have been continued as such shall be converted, on the first day of such Interest Period, to ABR Loans in Dollars in the Dollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans in such affected Currency shall be made, converted to or continued as such.

Upon notice thereof by the Bank to the Borrower, any obligation of the Bank to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Bank revokes such notice. Upon receipt of such notice, # the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and # any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to [Section 7.02].

“Affected Loans” as defined in [Section 2.17(b)].

Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any affected Lender (with a copy to the Administrative Agent), convert all Term SOFR Loans of such affected Lender to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [Section 2.13(a)(i) or 2.13(a)(ii)])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR Loans to such day. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.

such Lender may require # that all affected LIBOR Loans denominated in US Dollars made by it be converted to ABR Loans and # that all affected LIBOR Loans denominated in any other currency or EURIBOR or CDOR Loans made by it be prepaid, in which event all such LIBOR Loans, EURIBOR Loans or CDOR Loans shall be automatically converted to ABR Loans or prepaid, as the case may be, in each case as of the effective date of such notice as provided in paragraph # of this Section.