Common use of Failure to Elect Clause in Contracts

Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by section 2.12(2) and: (a) in the case of a Bankers' Acceptance fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the Face Amount thereof on the maturity date or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Conversion of the Face Amount thereof to a Prime Rate Advance and all of the provisions hereof relating to a Prime Rate Advance shall apply thereto; or (b) in the case of a Term Benchmark Advance, fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Rollover of such Advance to either a Term Benchmark Advance having an Interest Period of one month (and all of the provisions hereof applicable to Term Benchmark Advances shall apply thereto) (in the case of a failure to deliver an Accommodation Request and give the Required Notice) or a Base Rate Advance (in the case of a failure to act in accordance with a notice).

Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by section 2.12(2) and: (a) in the case of a Bankers' ’ Acceptance fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the Face Amount thereof on the maturity date or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Conversion of the Face Amount thereof to a Prime Rate Advance and all of the provisions hereof relating to a Prime Rate Advance shall apply thereto; or (b) in the case of a Term LIBORTerm Benchmark Advance, fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Rollover of such Advance to either a Term LIBORTerm Benchmark Advance having an Interest Period of one month (and all of the provisions hereof applicable to Term LIBORTerm Benchmark Advances shall apply thereto) (in the case of a failure to deliver an Accommodation Request and give the Required Notice) or a Base Rate Advance (in the case of a failure to act in accordance with a notice).

Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by section 2.12(2) and: (a) in the case of a Bankers' ’ Acceptance fails to give the Required Notice three Business Days prior notice that it will pay to the Administrative Agent for the account of the applicable Lender the Face Amount thereof on the maturity date or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Conversion of the Face Amount thereof to a Prime Rate Advance and all of the provisions hereof relating to a Prime Rate Advance shall apply thereto; or; (b) in the case of a Term Benchmark CDOR Rate Advance, fails to give the Required Notice two Business Days prior notice that it will pay to the Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in such accordance with it, the Borrower shall be deemed to have requested a Rollover of such Advance to either for a Term Benchmark Advance having an further Interest Period of one month (one1 month, and all of the provisions hereof applicable to Term Benchmark CDOR Rate Advances shall apply thereto; or (c) (in the case of a failure US LIBOR Advance, fails to deliver an Accommodation Request and give three Business Days prior notice that it will pay to the Required Notice) Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or a Base Rate Advance (in if the case of a failure Borrower gives such notice but fails to act in such accordance with it, the Borrower shall be deemed to have requested a noticeRollover of such Advance for a further Interest Period of one month, and all of the provisions hereof applicable to US LIBOR Advances shall apply thereto. 1 Please note that the Second Amendment to the 2012 Credit Agreement dated May 14, 2014, called for replacement of the word “one” with the word “two” in this Section 2.12(4)(b). We have assumed this only referred to the first instance of the word “one”, and have left the second instance unchanged.

Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by section Section 2.12(2) and: (a) [reserved]; (b) in the case of a Bankers' Acceptance CDOR Rate Loan, fails to give the Required Notice two Business Days’ prior notice that it will pay to the Administrative Agent for principal amount thereof at the account end of the applicable Lender the Face Amount thereof on the maturity date relevant Interest Period or if the Borrower gives such notice but fails to act in such accordance with it, the Borrower shall be deemed to have requested a Conversion Rollover of the Face Amount thereof to such Loan for a Prime Rate Advance further Interest Period of one month, and all of the provisions hereof relating applicable to a Prime CDOR Rate Advance Loans shall apply thereto; or (bc) in the case of a Term Benchmark AdvanceSOFR Loan, fails to give the Required Notice three Business Days prior notice that it will pay to the Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in such accordance with it, the Borrower shall be deemed to have requested a Rollover of such Advance to either Loan for a Term Benchmark Advance having an further Interest Period of one month (month, and all of the provisions hereof applicable to Term Benchmark Advances SOFR Loans shall apply thereto) (in the case of a failure to deliver an Accommodation Request and give the Required Notice) or a Base Rate Advance (in the case of a failure to act in accordance with a notice).

Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by section 2.12(2Section 2.11(2) and: (a) in the case of a Bankers' ’ Acceptance fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the Face Amount thereof on the maturity date or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Conversion of the Face Amount thereof to a Prime Rate Advance and all of the provisions hereof relating to a Prime Rate Advance shall apply thereto; or (b) in the case of a Term Benchmark LIBOR Advance, fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Rollover of such Advance to either a Term Benchmark LIBOR Advance having an Interest Period of one month (and all of the provisions hereof applicable to Term Benchmark LIBOR Advances shall apply thereto) (in the case of a failure to deliver an Accommodation Request and give the Required Notice) or a Base Rate Advance (in the case of a failure to act in accordance with a notice).

Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by section 2.12(2) and: (a) in the case of a Bankers' Acceptance fails to give the Required Notice two Business Days prior notice that it will pay to the Administrative Agent for the account of the applicable Lender (or Participant) the Face Amount thereof on the maturity date or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Conversion of the Face Amount thereof to a Prime Rate Advance and all of the provisions hereof relating to a Prime Rate Advance shall apply thereto; or (b) in the case of a Term Benchmark LIBOR Advance, fails to give the Required Notice three Business Days prior notice that it will pay to the Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in such accordance with it, the Borrower shall be deemed to have requested a Rollover Conversion of such LIBOR Advance to either a Term Benchmark Advance having an Interest Period of one month (Base Rate Advance, and all of the provisions hereof applicable to Term Benchmark Base Rate Advances shall apply thereto) (in the case of a failure to deliver an Accommodation Request and give the Required Notice) or a Base Rate Advance (in the case of a failure to act in accordance with a notice).

Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by section 2.12(2Section 2.11(2) and: (a) in the case of a Bankers' Acceptance fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the Face Amount thereof on the maturity date or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Conversion of the Face Amount thereof to a Prime Rate Advance and all of the provisions hereof relating to a Prime Rate Advance shall apply thereto; or (b) in the case of a Term Benchmark LIBOR Advance, fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Rollover of such Advance to either a Term Benchmark LIBOR Advance having an Interest Period of one month (and all of the provisions hereof applicable to Term Benchmark LIBOR Advances shall apply thereto) (in the case of a failure to deliver an Accommodation Request and give the Required Notice) or a Base Rate Advance (in the case of a failure to act in accordance with a notice).

Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by section Section 2.12(2) and: (a) in the case of a Bankers' ’ Acceptance fails to give the Required Notice three Business Days prior notice that it will pay to the Administrative Agent for the account of the applicable Operating Lender the Face Amount thereof on the maturity date or if the Borrower gives such notice but fails to act in accordance with it, the Borrower shall be deemed to have requested a Conversion of the Face Amount thereof to a Canadian Prime Rate Advance Loan and all of the provisions hereof relating to a Canadian Prime Rate Advance Loan shall apply thereto; or; (b) in the case of a Term Benchmark AdvanceCDOR Rate Loan, fails to give the Required Notice two Business Days’ prior notice that it will pay to the Administrative Agent for the account of the applicable Operating Lender the principal amount thereof at the end of the relevant Interest Period or if the Borrower gives such notice but fails to act in such accordance with it, the Borrower shall be deemed to have requested a Rollover of such Advance to either Loan for a Term Benchmark Advance having an further Interest Period of one month (month, and all of the provisions hereof applicable to Term Benchmark Advances CDOR Rate Loans shall apply thereto; or (c) (in the case of a failure US LIBOR Loan, fails to deliver an Accommodation Request and give three Business Days prior notice that it will pay to the Required Notice) Administrative Agent for the account of the applicable Lender or a Base Rate Advance (in to the case Operating Lender, as applicable, the principal amount thereof at the end of a failure the relevant Interest Period or if the Borrower gives such notice but fails to act in such accordance with it, the Borrower shall be deemed to have requested a notice)Rollover of such Loan for a further Interest Period of one month, and all of the provisions hereof applicable to US LIBOR Loans shall apply thereto.