Common use of Failure to Elect; Events of Default Clause in Contracts

Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a XXXXX Borrowing prior to the Interest Payment Date therefor, then, unless such XXXXX Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as a XXXXX Borrowing bearing interest at a rate based upon Daily Simple XXXXX as of such Interest Payment Date. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Rate Borrowing prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing is repaid as provided herein, such Borrower shall be deemed to have selected that such Term SOFR Borrowing or Eurocurrency Rate Borrowing shall, at the end of such Interest Period, remain as a Term SOFR Borrowing or Eurocurrency Rate Borrowing and such Borrower shall be deemed to have selected an Interest Period of one month's duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Parent, then, so long as such Event of Default is continuing, outstanding Term SOFR Borrowing or Eurocurrency Rate Borrowings may only be continued for Interest Periods of one month's duration.

Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a XXXXX Eurocurrency Borrowing prior to the Interest Payment Date therefor, then, unless such XXXXX Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as or a XXXXX Borrowing bearing interest at a rate based upon Daily Simple XXXXX as of such Interest Payment Date. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Rate Borrowing (if the then-current Benchmark is Adjusted Term SOFR) prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing is repaid as provided herein, such Borrower shall be deemed to have selected that such Term SOFR Borrowing or Eurocurrency Rate Borrowing shall, at the end of such Interest Period, remain as a Term SOFR Borrowing or Eurocurrency Rate Borrowing and such Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the ParentBorrower, (i) if the then-current Benchmark is Adjusted Term SOFR, so long any SOFR Borrowing shall, at the end of the applicable Interest Period for such SOFR Borrowing, be automatically converted to an ABR Borrowing, (ii) if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing shall immediately be automatically converted to an ABR Borrowing, (iii) any Daily Simple RFR Borrowing shall not have an Interest Period of more than one month’s duration, (iv) the Borrower shall not be entitled to elect to convert or continue any Borrowing into or as such Event of Default is continuinga Eurocurrency Borrowing, outstanding Term a SOFR Borrowing or an RFR Borrowing and (v) any Eurocurrency Rate Borrowings may only be continued for Borrowing denominated in a Foreign Currency shall not have an Interest Periods Period of more than one month's ’s duration.

Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a XXXXX Eurocurrency Borrowing prior to the Interest Payment Date therefor, then, unless such XXXXX Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as or a XXXXX Borrowing bearing interest at a rate based upon Daily Simple XXXXX as of such Interest Payment Date. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Rate Borrowing (if the then-current Benchmark is Adjusted Term SOFR) prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing is repaid as provided herein, (i) if such Borrower shall be deemed to have selected that such Term SOFR Borrowing or Eurocurrency Rate Borrowing shallis denominated in Dollars, at the end of such Interest PeriodPeriod such Borrowing shall be converted to a Eurocurrency Borrowing of the same Class having an Interest Period of one (1) month and (ii) if such Borrowing is denominated in a Foreign Currency, remain as a Term SOFR Borrowing or Eurocurrency Rate Borrowing and such the Borrower shall be deemed to have selected an Interest Period of one (1) month's duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the ParentBorrower, (i) any Eurocurrencyif the then-current Benchmark is Adjusted Term SOFR, so long any SOFR Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such EurocurrencySOFR Borrowing, be automatically converted to an ABR Borrowing, (ii) anyif the then-current Benchmark is Daily Simple SOFR, any SOFR Borrowing shall immediately be automatically converted to an ABR Borrowing, (iii) any Daily Simple RFR Borrowing shall automatically be converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of the applicable Alternativeamount of the Foreign Currency, if applicable) immediately of such Borrowing), (iiiiv) the Borrower shall not be entitled to elect to convert or continue any Borrowing into or as such Event of Default is continuinga Eurocurrency Borrowing, outstanding Term a SOFR Borrowing or an RFR Borrowing and (ivv) anyno Eurocurrency Rate Borrowings may only be continued for Borrowing denominated in a Foreign Currency shall not have an Interest Periods Period of more than one (1) month's ’s duration.

Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a XXXXX Borrowing prior to the Interest Payment Date therefor, then, unless such XXXXX Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as a XXXXX Borrowing bearing interest at a rate based upon Daily Simple XXXXX as of such Interest Payment Date. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Rate Borrowing Loans prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing is repaid as provided herein, at the end of such Borrower Interest Period such Borrowing shall be deemed converted to have selected that a Base Rate Borrowing. If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Borrowing of Alternative Currency Term Rate Loans prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing shallis repaid as provided herein, at the end of such Interest Period, remain Period such Borrowing shall be continued as a Borrowing of Alternative Currency Term SOFR Borrowing or Eurocurrency Rate Borrowing and such Borrower shall be deemed to have selected Loans in their original currency with an Interest Period of one month's duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the ParentCompany, then, so long as such an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a Borrowing of Term SOFR Loans, (ii) unless repaid, each Borrowing or Eurocurrency of Term SOFR Loans shall automatically be converted to a Base Rate Borrowings Borrowing at the end of the Interest Period therefor and (iii) no Borrowing of Alternative Currency Term Rate Loans may only be continued for have an Interest Periods Period of more than one month's ’s duration.. Credit Agreement

Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a XXXXX Eurocurrency Borrowing prior to the Interest Payment Date therefor, then, unless such XXXXX Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as or a XXXXX Borrowing bearing interest at a rate based upon Daily Simple XXXXX as of such Interest Payment Date. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Rate Borrowing (if the then-current Benchmark is Adjusted Term SOFR) prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing is repaid as provided herein, such Borrower shall be deemed to have selected that such Term SOFR Borrowing or Eurocurrency Rate Borrowing shall, at the end of such Interest Period, remain as a Term SOFR Borrowing or Eurocurrency Rate Borrowing and such Borrower shall be deemed to have selected an Interest Period of one (1) month's ’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the ParentBorrower, (i) if the then-current Benchmark is Adjusted Term SOFR, so long any SOFR Borrowing shall, at the end of the applicable Interest Period for such SOFR Borrowing, be automatically converted to an ABR Borrowing, (ii) if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing shall immediately be automatically converted to an ABR Borrowing, (iii) any Daily Simple RFR Borrowing shall immediately be automatically converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing), (iv) the Borrower shall not be entitled to elect to convert or continue any Borrowing into or as such Event of Default is continuinga Eurocurrency Borrowing, outstanding Term a SOFR Borrowing or an RFR Borrowing and (v) any Eurocurrency Rate Borrowings may only be continued for Borrowing denominated in a Foreign Currency shall not have an Interest Periods Period of more than one (1) month's ’s duration.

Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a XXXXX Eurocurrency Borrowing prior to the Interest Payment Date therefor, then, unless such XXXXX Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as or a XXXXX Borrowing bearing interest at a rate based upon Daily Simple XXXXX as of such Interest Payment Date. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Rate Borrowing (if the then-current Benchmark is Adjusted Term SOFR) prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing is repaid as provided herein, such Borrower shall be deemed to have selected that such Term SOFR Borrowing or Eurocurrency Rate Borrowing shall, at the end of such Interest Period, remain as a Term SOFR Borrowing or Eurocurrency Rate Borrowing and such Borrower shall be deemed to have selected an Interest Period of one (1) month's ’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the ParentBorrower, (i) any Eurocurrency Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing, (ii) if the then-current Benchmark is Adjusted Term SOFR, so long any SOFR Borrowing shall, at the end of the applicable Interest Period for such SOFR Borrowing, be automatically converted to an ABR Borrowing, (iiiii) if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing shall immediately be automatically converted to an ABR Borrowing, (iviii) any Daily Simple RFR Borrowing shall immediately be automatically converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing), (viv) the Borrower shall not be entitled to elect to convert or continue any Borrowing into or as such Event of Default is continuinga Eurocurrency Borrowing, outstanding Term a SOFR Borrowing or an RFR Borrowing and (viv) any Eurocurrency Rate Borrowings may only be continued for Borrowing denominated in a Foreign Currency shall not have an Interest Periods Period of more than one (1) month's ’s duration.

Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a XXXXX Eurocurrency Borrowing prior to the Interest Payment Date therefor, then, unless such XXXXX Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as or a XXXXX Borrowing bearing interest at a rate based upon Daily Simple XXXXX as of such Interest Payment Date. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Rate Borrowing (if the then-current Benchmark is Adjusted Term SOFR) prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing is repaid as provided herein, (i) if such Borrower shall be deemed to have selected that such Term SOFR Borrowing or Eurocurrency Rate Borrowing shallis denominated in Dollars, at the end of such Interest PeriodPeriod such Borrowing shall be converted to a Eurocurrency Borrowing of the same Class having an Interest Period of one (1) month, remain as and (ii) if such Borrowing is denominated in a Term SOFR Borrowing or Eurocurrency Rate Borrowing and such Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one (1) month's ’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the ParentBorrower, (i) any Eurocurrency Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing, (ii) if the then-current Benchmark is Adjusted Term SOFR, so long any SOFR Borrowing shall, at the end of the applicable Interest Period for such SOFR Borrowing, be automatically converted to an ABR Borrowing, (iii) if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing shall immediately be automatically converted to an ABR Borrowing, (iv) any Daily Simple RFR Borrowing shall immediately be automatically converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing), (v) the Borrower shall not be entitled to elect to convert or continue any Borrowing into or as such Event of Default is continuinga Eurocurrency Borrowing, outstanding Term a SOFR Borrowing or an RFR Borrowing and (iiivi) any Eurocurrency Rate Borrowings may only be continued for Borrowing denominated in a Foreign Currency shall not have an Interest Periods Period of more than one (1) month's ’s duration.

Failure to Elect; Events of Default. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a XXXXX Borrowing prior to the Interest Payment Date therefor, then, unless such XXXXX Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as a XXXXX Borrowing bearing interest at a rate based upon Daily Simple XXXXX as of such Interest Payment Date. If the applicable Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Rate Borrowing prior to the end of the Interest Period therefor, then, unless such Term SOFR Borrowing or Eurocurrency Rate Borrowing is repaid as provided herein, (i) if such Borrower shall be deemed to have selected that such Term SOFR Borrowing or Eurocurrency Rate Borrowing shallis denominated in Dollars, at the end of such Interest PeriodPeriod such Borrowing shall be converted to a Syndicated Eurocurrency Borrowing of the same Class having an Interest Period of one month, remain as and (ii) if such Borrowing is denominated in a Term SOFR Borrowing or Eurocurrency Rate Borrowing and such Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and continuing, (i) prior to the Administrative AgentTransition Date, any Eurocurrency Borrowing denominated in Dollars shall, at the request end of the Required Lendersapplicable Interest Period for such Eurocurrency Borrowing, so notifies be automatically converted to an ABR Borrowing and, (ii) any Eurocurrencyon and after the ParentTransition Date, then, so long as such Event of Default is continuing, outstanding Term any SOFR Borrowing or Eurocurrency Rate Borrowings may only shall, at the end of the applicable Interest Period for such SOFR Borrowing, be continued for automatically converted to an ABR Borrowing, (iii) any Borrowing denominated in a Foreign Currency shall not have an Interest Periods Period of more than one month's ’s duration, and (iv) no Eurocurrency Borrowing shall be made, converted or continued as a Eurocurrency Borrowing on or after the Transition Date.