Common use of Certain Notices Regarding Elections, Conversions and Continuations of Loans Clause in Contracts

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two (2) Elections of, Conversions into or Continuations as, LIBOR Loans three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.05); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.05). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will automatically become LIBOR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by any Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 a.m. 12:00 Noon (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Notice Number of Banking Days Prior Conversions into Base Rate Loans two one (21) Elections of, Conversions into or Continuations as, LIBOR Loans three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.132.14) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.132.14) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that any Borrower fails to Elect to have any portion of an advance of the Ratable Loans made to it be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that any Borrower fails to Continue LIBOR Loans made to it within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two One (21) Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileBanks. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Term Benchmark Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two (2) Notice Number of Banking Days Prior Elections of, Conversions into or Continuations asas Base Rate Loans or RFR Loans Same Banking Day Elections of, LIBOR Conversions into or Continuations as Term Benchmark Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileBanks. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Term Benchmark Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Term Benchmark Loans, RFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Term Benchmark Loans, the entire amount portion of such advance for which a Term Benchmark Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower Xxxxxxxx fails to Continue LIBOR Term Benchmark Loans within the time period and as otherwise provided in this Section, such LIBOR Term Benchmark Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term Benchmark Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into or Continuance as Base Rate Loans two (2) Same Banking Day Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into or Continuances as Base Rate Loans two (2) Same Banking Day Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the applicable Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans or Term Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In Subject to the terms of the last sentence of Section 2.12, in the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become Continued as LIBOR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two One (21) Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Term Benchmark Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two (2) Elections of, Conversions into or Continuations asas Base Rate Loans Same Banking Day Elections of, LIBOR Conversions into or Continuations as Term Benchmark Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileBanks. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Term Benchmark Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Term Benchmark Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower Xxxxxxxx fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Term Benchmark Loans, the entire amount portion of such advance for which a Term Benchmark Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower Xxxxxxxx fails to Continue LIBOR Term Benchmark Loans within the time period and as otherwise provided in this Section, such LIBOR Term Benchmark Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term Benchmark Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two (2) Elections of, Conversions into or Continuations as, LIBOR Loans three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.132.12) and the duration of the Interest Period applicable thereto (subject to Section 2.052.04); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.132.12) and the duration of the Interest Period applicable thereto (subject to Section 2.052.04). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will automatically become LIBOR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable irrevocable, may be given by (A) telephone, or (B) a Ratable Loan Notice (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Ratable Loan Notice) and shall be effective only if received by Administrative Agent not later than 10:30 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two one (21) Elections of, Conversions into or Continuations as, LIBOR Loans three (3) ; provided, however, that (x) notwithstanding the foregoing, advances of Loans shall be governed by Section 2.04 and (y) if the Borrower wishes to request Conversion or Continuation of LIBOR Loans having an Interest Period other than one, two or three months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Banking Days prior to the requested date of such borrowing, Conversion or Continuation, whereupon the Administrative Agent shall give prompt notice to the Banks of such request and determine whether the requested Interest Period is acceptable to all of them. If Borrower so requests an Interest Period other than one, two or three months in duration, not later than 11:00 a.m., three Banking 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 Banks. Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.132.12) and the duration of the Interest Period applicable thereto (subject to Section 2.052.04); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.132.12) and the duration of the Interest Period applicable thereto (subject to Section 2.052.04). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will automatically become LIBOR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Notice Number of Banking Days Prior Conversions into or Continuations as Base Rate Loans two (2) or LIBOR Daily Loans Same Banking Day Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans, LIBOR Daily Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower Bxxxxxxx to Administrative Agent of Elections, Conversions and Continuations of LIBOR Term SOFR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of U.S. Government Securities Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into or Continuances as Base Rate Loans two (2) or Daily SOFR Loans Same U.S. Government Securities Banking Day Elections of, Conversions into or Continuations as, LIBOR as Term SOFR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the applicable Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR SOFR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR SOFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a U.S. Government Securities Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Term Loans be LIBOR SOFR Loans, the entire amount portion of such advance for which a SOFR Loan Election is not made shall constitute Base Rate Loans. In Subject to the terms of the last sentence of Section 2.12, in the event that Borrower fails to Continue LIBOR Term SOFR Loans within the time period and as otherwise provided in this Section, such LIBOR Term SOFR Loans will be automatically become LIBOR Continued as Term SOFR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term SOFR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Term SOFR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of U.S. Government Securities Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into or Continuances as Base Rate Loans two (2) or Daily SOFR Loans Same U.S. Government Securities Banking Day Elections of, Conversions into or Continuations as, LIBOR as Term SOFR Loans three Three (3) ​ Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the applicable Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR SOFR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR SOFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a U.S. Government Securities Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Term Loans be LIBOR SOFR Loans, the entire amount portion of such advance for which a SOFR Loan Election is not made shall constitute Base Rate Loans. In Subject to the terms of the last sentence of Section 2.12, in the event that Borrower fails to Continue LIBOR Term SOFR Loans within the time period and as otherwise provided in this Section, such LIBOR Term SOFR Loans will be automatically become LIBOR Continued as Term SOFR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term SOFR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower Bxxxxxxx to Administrative Agent of Elections, Conversions and Continuations of LIBOR Term SOFR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of U.S. Government Securities Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into or Continuances as Base Rate Loans two (2) or Daily SOFR Loans Same U.S. Government Securities Banking Day Elections of, Conversions into or Continuations as, LIBOR as Term SOFR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the applicable Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR SOFR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR SOFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a U.S. Government Securities Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower Bxxxxxxx fails to Elect to have any portion of an advance of the Ratable Term Loans be LIBOR SOFR Loans, the entire amount portion of such advance for which a SOFR Loan Election is not made shall constitute Base Rate Loans. In Subject to the terms of the last sentence of Section 2.12, in the event that Borrower fails to Continue LIBOR Term SOFR Loans within the time period and as otherwise provided in this Section, such LIBOR Term SOFR Loans will be automatically become LIBOR Continued as Term SOFR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term SOFR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Term Benchmark Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two (2) Notice Number of Banking Days Prior Elections of, Conversions into or Continuations asas Base Rate Loans or RFR Loans Same Banking Day Elections of, LIBOR Conversions into or Continuations as Term Benchmark Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileBanks. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Term Benchmark Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Term Benchmark Loans, RFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Term Benchmark Loans, the entire amount portion of such advance for which a Term Benchmark Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Term Benchmark Loans within the time period and as otherwise provided in this Section, such LIBOR Term Benchmark Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term Benchmark Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Term SOFR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of U.S. Government Securities Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into or Continuances as Base Rate Loans two (2) or Daily SOFR Loans Same U.S. Government Securities Banking Day Elections of, Conversions into or Continuations as, LIBOR as Term SOFR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the applicable Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR SOFR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR SOFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a U.S. Government Securities Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Term Loans be LIBOR SOFR Loans, the entire amount portion of such advance for which a SOFR Loan Election is not made shall constitute Base Rate Loans. In Subject to the terms of the last sentence of Section 2.12, in the event that Borrower fails to Continue LIBOR Term SOFR Loans within the time period and as otherwise provided in this Section, such LIBOR Term SOFR Loans will be automatically become LIBOR Continued as Term SOFR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term SOFR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Notice Number ofBanking Days Prior Conversions into or Continuations as Base Rate Loans two (2) Same Banking Day Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into or Continuance as Base Rate Loans two (2) Same Banking Day Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Notice Number of Banking Days Prior Conversions into or Continuances as Base Rate Loans two (2) Same Banking Day Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable irrevocable, may be given by (A) telephone, or (B) a Ratable Loan Notice (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Ratable Loan Notice) and shall be effective only if received by Administrative Agent not later than 10:30 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Number of Banking Days Prior Notice Conversions into Base Rate Loans two (2) same Banking day Elections of, Conversions into or Continuations as, LIBOR Loans three (3) ; provided, however, that (x) notwithstanding the foregoing, advances of Loans shall be governed by Section 2.04 and (y) if the Borrower wishes to request Conversion or Continuation of LIBOR Loans having an Interest Period other than one (1), two (2) or three (3) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Banking Days prior to the requested date of such borrowing, Conversion or Continuation, whereupon the Administrative Agent shall give prompt notice to the Banks of such request and determine whether the requested Interest Period is acceptable to all of them. If Borrower so requests an Interest Period other than one (1), two (2) or three (3) months in duration, not later than 11:00 a.m., three (3) Banking 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 Banks. Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileelectronic mail. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.132.12) and the duration of the Interest Period applicable thereto (subject to Section 2.052.04); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.132.12) and the duration of the Interest Period applicable thereto (subject to Section 2.052.04). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will automatically become LIBOR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimileelectronic mail, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Notice Number of Banking Days Prior Conversions into Base Rate Loans two One (21) Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower Xxxxxxxx to Administrative Agent of Elections, Conversions and Continuations of LIBOR LIBORTerm SOFR Loans shall be irrevocable irrevocable, may be given by (A) telephone, or (B) a Ratable Loan Notice (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Ratable Loan Notice) and shall be effective only if received by Administrative Agent not later than 10:30 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Number of Banking Days Prior Notice --------------------------------------- Conversions into Base Rate Loans two (2) or Conversions of Base Rate Loans into Daily SOFR Loans same Banking day Elections of, Conversions into or Continuations as, LIBOR LIBORTerm SOFR Loans three (3) ; provided, however, that (x) notwithstanding the foregoing, advances of Loans shall be governed by Section 2.04 and (y) if the Borrower wishes to request Conversion or Continuation of LIBOR Loans having an Interest Period other than one (1), two (2) or three (3) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Banking Days prior to the requested date of such borrowing, Conversion or Continuation, whereupon the Administrative Agent shall give prompt notice to the Banks of such request and determine whether the requested Interest Period is acceptable to all of them. If Borrower so requests an Interest Period other than one (1), two (2) or three (3) months in duration, not later than 11:00 a.m., three (3) Banking 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 Banks. Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileelectronic mail. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR LIBORTerm SOFR Loans (subject to Section 2.132.12) and the duration of the Interest Period applicable thereto (subject to Section 2.052.04); each such notice of Conversion shall specify the LIBOR LIBORTerm SOFR Loans, Daily SOFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.132.12) and the duration of the Interest Period applicable thereto (subject to Section 2.052.04). In the event that Borrower Xxxxxxxx fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR LIBORTerm SOFR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower Xxxxxxxx fails to Continue LIBOR LIBORTerm SOFR Loans within the time period and as otherwise provided in this Section, such LIBOR LIBORTerm SOFR Loans will automatically become LIBOR LIBORTerm SOFR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR LIBORTerm SOFR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimileelectronic mail, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by BorrowerXxxxxxxx.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Term Benchmark Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two (2) Elections of, Conversions into or Continuations asas Base Rate Loans Same Banking Day Elections of, LIBOR Conversions into or Continuations as Term Benchmark Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileBanks. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Term Benchmark Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Term Benchmark Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Term Benchmark Loans, the entire amount portion of such advance for which a Term Benchmark Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Term Benchmark Loans within the time period and as otherwise provided in this Section, such LIBOR Term Benchmark Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term Benchmark Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 a.m. 12:00 Noon (New York Chicago time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Number of Notice Banking Days Prior ------ ------------------ Conversions into Base Rate Loans two one (21) Elections of, Conversions into or Continuations as, LIBOR Loans three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.132.14) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.132.14) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 10:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Number of Notice Banking Days Prior ------ ------------------ Conversions into Base Rate Loans two (2) Elections Election of, Conversions into or Continuations as, LIBOR Loans three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.132.14) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.132.14) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 a.m. Noon (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Number of Notice Banking Days Prior Conversions into Base Rate Loans two (2) Elections Election of, Conversions into or Continuations as, LIBOR Loans three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.132.14) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.132.14) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 9:30 a.m. (New York Minneapolis time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two (2) Elections of, Conversions into or Continuations as, LIBOR Loans three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.05); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.05). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will automatically become LIBOR Loans with an Interest Period of one (1) month on the last day of the then then-current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question question, in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions into Base Rate Loans two one (21) Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR LIBORTerm SOFR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of U.S. Government Securities Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: ​ Notice Number of U.S. Government Securities Banking Days Prior Conversions into or Continuances as Base Rate Loans two (2) or Daily SOFR Loans Same U.S. Government Securities Banking Day Elections of, Conversions into or Continuations as, LIBOR as LIBORTerm SOFR Loans three Three (3) ​ Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the applicable Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR LIBORSOFR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR LIBORSOFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a U.S. Government Securities Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans or Term Loans be LIBOR LIBORSOFR Loans, the entire amount portion of such advance for which a LIBORSOFR Loan Election is not made shall constitute Base Rate Loans. In Subject to the terms of the last sentence of Section 2.12, in the event that Borrower fails to Continue LIBOR LIBORTerm SOFR Loans within the time period and as otherwise provided in this Section, such LIBOR LIBORTerm SOFR Loans will be automatically become LIBOR Continued as LIBORTerm SOFR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR LIBORTerm SOFR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Notice Number ofBanking Days Prior Conversions into or Continuations as Base Rate Loans two (2) Same Banking Day Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable irrevocable, may be given by (A) telephone, or (B) a Ratable Loan Notice (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Ratable Loan Notice) and shall be effective only if received by Administrative Agent not later than 10:30 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions of LIBOR Daily Floating Rate Loans into Base Rate Loans two or Conversions of Base Rate Loans into LIBOR Daily Floating Rate Loans same Banking Day Conversions of LIBOR Loans into Base Rate Loans or LIBOR Daily Floating Rate Loans three (23) Elections of, Conversions into or Continuations as, LIBOR Loans three (3) ; provided, however, that (x) notwithstanding the foregoing, advances of Ratable Loans shall be governed by Section 2.04 and (y) if the Borrower wishes to request LIBOR Loans having an Interest Period other than one (1) day or one (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Banking Days prior to the requested date of such borrowing, Conversion or Continuation, whereupon the Administrative Agent shall give prompt notice to the Banks of such request and determine whether the requested Interest Period is acceptable to all of them. If Borrower so requests an Interest Period other than one (1) day or one (1), two (2), three (3) or six (6) months in duration, not later than 11:00 a.m., three Banking 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 Banks. Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileelectronic mail. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.05); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.05). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower fails to Continue LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will automatically become LIBOR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimileelectronic mail, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Ratable Loans shall be irrevocable irrevocable, may be given by (A) telephone, or (B) a Ratable Loan Notice (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Ratable Loan Notice) and shall be effective only if received by Administrative Agent not later than 10:30 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Conversions of Daily SOFR Loans into Base Rate Loans two or Conversions of Base Rate Loans into Daily SOFR Loans same Banking Day Conversions of Term SOFR Loans into Base Rate Loans or Daily SOFR Loans three (23) Elections of, Conversions into or Continuations as, LIBOR Term SOFR Loans three (3) ; provided, however, that notwithstanding the foregoing, advances of Ratable Loans shall be governed by Section 2.04. Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileelectronic mail. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Term SOFR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.05); each such notice of Conversion shall specify the LIBOR Term SOFR Loans, Daily SOFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.05). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Term SOFR Loans, the entire amount of such advance shall constitute Base Rate Loans. In the event that Borrower Bxxxxxxx fails to Continue LIBOR Term SOFR Loans within the time period and as otherwise provided in this Section, such LIBOR Term SOFR Loans will automatically become LIBOR Term SOFR Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Term SOFR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimileelectronic mail, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by BorrowerBxxxxxxx.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower Xxxxxxxx to Administrative Agent of Elections, Conversions and Continuations of LIBOR SOFR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: Notice Number of Banking Days Prior Conversions into Base Rate Loans two One (21) Elections of, Conversions into or Continuations as, LIBOR as SOFR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimileBanks. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR SOFR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR SOFR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower Xxxxxxxx fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR SOFR Loans, the entire amount portion of such advance for which a SOFR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower Xxxxxxxx fails to Continue LIBOR SOFR Loans within the time period and as otherwise provided in this Section, such LIBOR SOFR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR SOFR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.

Certain Notices Regarding Elections, Conversions and Continuations of Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 10:30 11:00 a.m. (New York time) on the number of Banking Days prior to the date of the relevant Election, Conversion or Continuation specified below: :Notice Number of Banking Days Prior Conversions into Base Rate Loans two One (21) Elections of, Conversions into or Continuations as, as LIBOR Loans three Three (3) Promptly following its receipt of any such notice, and no later than the close of business on the Banking Day of such receipt, Administrative Agent shall so advise the Banks either by telephone or by facsimile. Each such notice of Election shall specify the portion of the amount of the advance that is to be LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06); each such notice of Conversion shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such notice of Conversion or Continuation shall specify the date of Conversion or Continuation (which shall be a Banking Day), the amount thereof (subject to Section 2.13) and the duration of the Interest Period applicable thereto (subject to Section 2.052.06). In the event that Borrower fails to Elect to have any portion of an advance of the Ratable Loans be LIBOR Loans, the entire amount portion of such advance for which a LIBOR Loan Election is not made shall constitute Base Rate Loans. In the event that Borrower fails to Continue any portion of an advance of LIBOR Loans within the time period and as otherwise provided in this Section, such LIBOR Loans will be automatically become LIBOR Converted into Base Rate Loans with an Interest Period of one (1) month on the last day of the then current applicable Interest Period for such LIBOR Loans. Administrative Agent shall notify each of the Banks, either by telephone or by facsimile, at least two (2) Banking Days prior to the termination of the Interest Period in question in the event of such failure by Borrower.