Common use of Application of LIBOR to Outstanding Loans Clause in Contracts

Application of LIBOR to Outstanding Loans. (a) Each Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereof, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable Borrower) declare that no Loan may be made, converted or continued as a LIBOR Loan. (b) Whenever a Borrower shall desire to convert or continue Loans as LIBOR Loans, Loan Party Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) Business Days prior to the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required above, the applicable Borrower shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower).

Application of LIBOR to Outstanding Loans. (a) Each Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. In addition, until Agent notifies Borrower that syndication of the credit facility hereunder is complete, no Loan may be made as or converted into a LIBOR Loan. (b) Whenever a Borrower shall desire desires to convert or continue Loans as LIBOR Loans, Loan Party Agent Borrower shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. (Central Time) at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), whether such Loans are Tranche A Revolver Loans or Tranche B Revolver Loans and the duration of the Interest Period (which shall be deemed to be one (1) month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrower shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by Loans. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)definition of LIBOR.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. (b) Whenever a Borrower shall Borrowers desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), whether such Loans are Tranche A Revolver Loans or Tranche B Revolver Loans and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by Loans. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)definition of LIBOR.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereof, elect to convert any portion of the U.S. any Base Rate Loans or the Canadian Base Rate Loans, as applicable Loan funded in Dollars to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. (b) Whenever Borrowers within a Borrower shall Group desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. (Local Time) at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of for any LIBOR LoansLoan, Loan Party Borrower Agent shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required above, the applicable Borrower Group shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by Loans. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)definition of LIBOR.

Application of LIBOR to Outstanding Loans. (a) Each Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. In addition, until Agent notifies Borrower that syndication of the credit facility hereunder is complete, no Loan may be made as or converted into a LIBOR Loan. (b) Whenever a Borrower shall desire desires to convert or continue Loans as LIBOR Loans, Loan Party Agent Borrower shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. (Central Time) at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrower shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)Loans.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Representative may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Revolver Loan at the end of its Interest Period as, a LIBOR Revolver Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Revolver Loan. (b) Whenever a Borrower shall desire Representative desires to convert or continue Loans as LIBOR Revolver Loans, Loan Party Agent the Borrower Representative shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the aggregate principal amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Revolver Loans, Loan Party Agent Borrower Representative shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)Loans.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. In addition, until Agent notifies Borrowers that syndication of the credit facility hereunder is complete, no Loan may be made as or converted into a LIBOR Loan. (b) Whenever a Borrower shall Borrowers desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)Loans.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. In addition, until the earlier of (a) Agent notifying Borrower Agent that syndication of the credit facility hereunder is complete and (b) 120 days following the Closing Date, no Loan may be made as or converted into a LIBOR Loan, other than a LIBOR Loan with an Interest Period of one week. (b) Whenever a Borrower shall Borrowers desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. 12:00 p.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)Loans.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereof, elect to convert any portion of the U.S. any Base Rate Loans Loan funded in Dollars, Euros or the Canadian Base Rate Loans, Sterling (as applicable applicable) to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Event of Default, the Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. (b) Whenever Borrowers within a Borrower shall Group desire to convert or continue Loans as LIBOR Loans, the relevant Loan Party Agent shall give the Agent (and in the case of any such request by Dutch Borrowers Bank of America (London)) a Notice of Conversion/Continuation, no later than 11:00 a.m. (Local Time) or 1:00 pm (local time) in the case of a request on behalf of U.S. Borrowers at least three (3) Business Days prior to the requested conversion or continuation date. Promptly after receiving any such notice, the Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one thirty (130) month days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, the relevant Loan Party Agent shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required above, the applicable Borrower Borrowers shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)Loans.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable Borrower) declare that no Loan may be made, converted or continued as a LIBOR LoanLoan without the consent of Required Lenders. (b) Whenever a Borrower shall Borrowers desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) two Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, shall be written (or telephonic, if promptly confirmed in writing), and shall specify the aggregate principal amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), whether such Loans are Revolver Loans or FILO Loans and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing Loans. Notices given by electronic mail or submitted through Agent's website shall be deemed to have been given in writing. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)definition of LIBOR.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Adjusted Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan, and may (and shall at the direction of Required Lenders) demand that any or all of the then outstanding LIBOR Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (b) Whenever a Borrower shall Borrowers desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. (Los Angeles time) (i) at least three (3) Business Days prior to before the requested conversion or continuation datedate with respect to Loans denominated in Dollars, and (ii) at least five Business Days before the requested conversion or continuation date with respect to Loans denominated in any Alternative Currency. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Adjusted Base Rate Loans (if owing by Loans. No LIBOR Loan may be converted into or continued as a LIBOR Loan denominated in a different currency, but instead must be prepaid in the U.S. Borrower) original currency of such LIBOR Loan and reborrowed in Dollars or Canadian Base Rate Loans (if owing by the Canadian Borrower)an Alternative Currency.

Application of LIBOR to Outstanding Loans. (a) Each The Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Event of Default, Administrative Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. (b) Whenever a the Borrower shall desire desires to convert or continue Loans as LIBOR Loans, Loan Party Agent the Borrower shall give Administrative Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. New York time at least three (3) Business Days before the requested conversion or continuation date; provided, however, that if the Borrower wishes to convert or continue Loans as LIBOR Loans having an Interest Period other than 1, 2, 3 or 6 months in duration as provided in Section 3.1.3, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. New York time at least four Business Days prior to the requested date of such conversion or continuation datecontinuation, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. New York time, three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Promptly after receiving any such notice, Administrative Agent shall notify each Applicable Lender thereof. Each Subject to Section 3.5 and Section 3.6, each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent the Borrower shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by Loans. Administrative Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)definition of LIBOR.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereof, Day elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.. ​ (b) Whenever a Borrower shall desire to To convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) two Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of for any LIBOR LoansLoan, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans Loan into U.S. a Base Rate Loans (if owing by Loan. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate used in determining LIBOR or with respect to any alternate or replacement for or successor to any such rate, any Benchmark Replacement Conforming Changes, or the U.S. Borrower) or Canadian Base Rate Loans (if owing by effect of any of the Canadian Borrower)foregoing.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. In addition, until Agent notifies Borrowers that syndication of the credit facility hereunder is complete, no Loan may be made as or converted into a LIBOR Loan with an Interest Period of greater than 30 days. (b) Whenever a Borrower shall Borrowers desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)Loans.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable Borrower) declare that no Loan may be made, converted or continued as a LIBOR LoanLoan without the consent of Required Lenders. (b) Whenever a Borrower shall Borrowers desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) two Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, shall be written (or telephonic, if promptly confirmed in writing), and shall specify the aggregate principal amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing Loans. Notices given by electronic mail or submitted through Agent’s website shall be deemed to have been given in writing. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)definition of LIBOR.

Application of LIBOR to Outstanding Loans. (a) Each Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. In addition, until Agent notifies Borrower that syndication of the credit facility hereunder is complete, no Loan may be made as or converted into a LIBOR Loan. (b) Whenever a Borrower shall desire desires to convert or continue Loans as LIBOR Loans, Loan Party Agent Borrower shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrower shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower it shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)Loans.

Application of LIBOR to Outstanding Loans. (a) Each Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. (b) Whenever a Borrower shall desire desires to convert or continue Loans as LIBOR Loans, Loan Party Agent Borrower shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrower shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower it shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)Loans.

Application of LIBOR to Outstanding Loans. (a) Each The Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. (b) Whenever a the Borrower shall desire desires to convert or continue Loans as LIBOR Loans, Loan Party Agent the Borrower shall give Agent a written Notice of Conversion/ContinuationContinuation (which may be submitted by e-mail) , no later than 11:00 a.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) 1 month if not specified). If, upon the expiration of any Interest Period in respect of for any LIBOR LoansLoan, Loan Party Agent the Borrower shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower it shall be deemed to have elected to convert such Loans Loan into U.S. a Base Rate Loans (if owing by Loan. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)definition of LIBOR.

Application of LIBOR to Outstanding Loans. (a) Each The U.S. Borrower Agent may on any Business Day, subject to delivery of a Notice of U.S. Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any U.S. Loan that is a LIBOR Loan at the end of its Interest Period asas a LIBOR Loan. The Foreign Borrower Agent may on any Business Day, subject to delivery of a Notice of Foreign Conversion/Continuation, elect to continue any Foreign Loan that is a LIBOR Loan at the end of its Interest Period as a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Borrower Group Lenders of the applicable BorrowerBorrower Group) declare that no Loan may be made, converted or continued as a LIBOR Loan. (b) Whenever Borrowers within a Borrower shall Group desire to convert or continue Loans as LIBOR Loans, Loan Party the applicable Borrower Agent shall give Agent and in the case of any such request by Foreign Borrowers, Bank of America (London), a Notice of Conversion/Continuation, no later than 11:00 a.m. 12:00 p.m. (Local Time) at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Except as provided for in Section 3.6, each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Borrower Agent shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower Borrowers shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. BorrowerBorrowers in Dollars) or Canadian Base Rate LIBOR Loans (if owing by the Canadian Borrower)with a 30 day Interest Period in all other cases.

Application of LIBOR to Outstanding Loans. (a) Each Borrower Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereofContinuation, elect to convert any portion of the U.S. Base Rate Loans or the Canadian Base Rate Loans, as applicable to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During the continuance of any Default or Event of Default, Agent may (and shall at the direction of Required Facility Lenders of the applicable BorrowerLenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. In addition, until Agent notifies Borrowers that syndication of the credit facility hereunder is complete, no Loan may be made as or converted into a LIBOR Loan with an Interest Period of greater than 30 days. (b) Whenever a Borrower shall Borrowers desire to convert or continue Loans as LIBOR Loans, Loan Party Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three (3) Business Days prior to before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one (1) month 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Loan Party Agent Borrowers shall have failed to deliver a Notice of Conversion/Continuation with respect thereto as required aboveContinuation, the applicable Borrower they shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by Loans. Agent does not warrant or accept responsibility for, nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described in the U.S. Borrower) or Canadian Base Rate Loans (if owing by the Canadian Borrower)definition of LIBOR.