Common use of Interest Election Notice Clause in Contracts

Interest Election Notice. To make an election pursuant to this Section, the(b) Borrower shall deliver, by hand delivery or facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Interest Election Request to the Administrative Agent not later than (x) in the case of an Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurodollarSOFR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the proposed effective date of such election and (y) in the case of a conversion of any Borrowing to an ABR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the proposed effective date of such election. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02: the Borrowing to which such Interest Election Request applies and,(i) if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below, as applicable, shall be specified for each resulting Borrowing); the effective date of the election made pursuant to such Interest(ii) Election Request, which shall be a Business Day; whether the resulting Borrowing is to be an ABR Borrowing or a(iii) EurodollarSOFR Borrowing; and if the resulting Borrowing is a EurodollarSOFR Borrowing, the(iv) Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a EurodollarSOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. 77 US-DOCS\121951479.16133960081.2

Interest Election Notice. To make an election pursuant to this Section, the(b) Borrower shall deliver, by hand delivery or facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, deliver a duly completed and executed Interest Election Request to the Administrative Agent not later than (x) in the case time that a Borrowing Request would be required under Section 2.03 if Borrower were requesting Loans of an Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurodollarSOFR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the proposed effective date of Type resulting from such election and (y) in to be made on the case of a conversion of any Borrowing to an ABR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the proposed effective date of such election; provided, that, if Borrower elects to convert a Borrowing into ABR Loans, Borrower shall deliver the Interest Election Request not later than 10:00 a.m. one day prior to the date of the proposed conversion, or, if such request is delivered after 10:00 a.m., such conversion shall occur on the second Business Day following the date of the submission of the Interest Election Request. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and,(i) and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below, as applicable, below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest(ii) Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a(iii) EurodollarSOFR a Eurocurrency Borrowing; and provided, that, no Borrowing denominated in an Alternate Currency shall be an ABR Borrowing; (iv) if the resulting Borrowing is a EurodollarSOFR Eurocurrency Borrowing, the(iv) the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” (it being understood and agreed that the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for an Interest Period having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before the requested date of such conversion or continuation that is to be denominated in dollars, or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such conversion or continuation that is to be denominated in an Alternate Currency, the Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders); and (v) in the case of Eurocurrency Loans in an Alternate Currency, the Alternate Currency for such Loans following such conversion or continuation. If any such Interest Election Request requests a EurodollarSOFR Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of (x) three months’ duration, in the case of any Eurocurrency Term Borrowing, any Eurocurrency Incremental Term Borrowing, or any Eurocurrency Replacement Term Borrowing, and (y) one (1) monthmonth duration, in the case of any Eurocurrency Revolving Borrowing. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s duration. 77 US-DOCS\121951479.16133960081.2portion of each resulting Borrowing.

Interest Election Notice. To make an election pursuant to this Section, the(b) Borrower Xxxxxxxx shall deliver, by hand delivery or facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, deliver a duly completed and executed Interest Election Request to the Administrative Agent not later than (x) in the case time that a Borrowing Request would be required under Section 2.03 if Borrower were requesting Loans of an Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurodollarSOFR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the proposed effective date of Type resulting from such election and (y) in to be made on the case of a conversion of any Borrowing to an ABR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the proposed effective date of such election; provided, that, if Borrower elects to convert a Borrowing into ABR Loans, Borrower shall deliver the Interest Election Request not later than 10:00 a.m. one day prior to the date of the proposed conversion, or, if such request is delivered after 10:00 a.m., such conversion shall occur on the second Business Day following the date of the submission of the Interest Election Request. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and,(i) and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below, as applicable, below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest(ii) Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing, a EurodollarTerm SOFR Borrowing, an Alternate Currency Term Rate Borrowing or a(iii) EurodollarSOFR an Alternate Currency Daily Rate Borrowing; and provided, that, no Borrowing denominated in an Alternate Currency shall be an ABR Borrowing or a EurodollarTerm SOFR Borrowing; (iv) if the resulting Borrowing is a EurodollarSOFR EurodollarTerm SOFR Borrowing or an Alternate Currency Term Rate Borrowing, the(iv) the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” (it being understood and agreed that, with respect to any resulting Alternative Currency Term Rate Borrowing, the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for an Interest Period having a duration other than one, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before the requested date of such conversion or continuation that is to be denominated in dollars, or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such continuation that is to be denominated in an Alternate Currency, the Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders); and (v) in the case of Alternate Currency Term Rate Loans, the Alternate Currency for such Loans following such continuation. If any such Interest Election Request requests a EurodollarSOFR EurodollarTerm SOFR Borrowing or an Alternate Currency Term Rate Borrowing but does not specify an Interest Period, or if Borrower fails to timely deliver an applicable Interest Election Request, then the Borrower shall be deemed to have selected an Interest Period of (x) three months’ duration, in the case of any EurodollarTerm SOFR Term Borrowing, any EurodollarTerm SOFR Incremental Term Borrowing, or any EurodollarTerm SOFR Replacement Term Borrowing, and (y) one (1) monthmonth duration, in the case of any EurodollarTerm SOFR Revolving Borrowing or any Alternate Currency Term Rate Borrowing. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s duration. 77 US-DOCS\121951479.16133960081.2portion of each resulting Borrowing.

Interest Election Notice. To make an election pursuant to this Section, the(b) Borrower shall deliver, by hand delivery or facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, deliver a duly completed and executed Interest Election Request to the Administrative Agent not later than (x) in the case time that a Borrowing Request would be required under Section 2.03 if Borrower were requesting Loans of an Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurodollarSOFR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the proposed effective date of Type resulting from such election and (y) in to be made on the case of a conversion of any Borrowing to an ABR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the proposed effective date of such election; provided, that, if Borrower elects to convert a Borrowing into ABR Loans, Borrower shall deliver the Interest Election Request not later than 10:00 a.m. one day prior to the date of the proposed conversion, or, if such request is delivered after 10:00 a.m., such conversion shall occur on the second Business Day following the date of the submission of the Interest Election Request. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and,(i) and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below, as applicable, below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest(ii) Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing, an Alternate Currency Term Rate Borrowing or a(iii) EurodollarSOFR an Alternate Currency Daily Rate Borrowing; and provided, that, no Borrowing denominated in an Alternate Currency shall be an ABR Borrowing or a Eurodollar Borrowing; (iv) if the resulting Borrowing is a EurodollarSOFR Eurodollar Borrowing or an Alternate Currency Term Rate Borrowing, the(iv) the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” (it being understood and agreed that the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for an Interest Period having a duration other than one, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before the requested date of such conversion or continuation that is to be denominated in dollars, or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such continuation that is to be denominated in an Alternate Currency, the Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders); and (v) in the case of Alternate Currency Term Rate Loans, the Alternate Currency for such Loans following such continuation. If any such Interest Election Request requests a EurodollarSOFR Eurodollar Borrowing or an Alternate Currency Term Rate Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of (x) three months’ duration, in the case of any Eurodollar Term Borrowing, any Eurodollar Incremental Term Borrowing, or any Eurodollar Replacement Term Borrowing, and (y) one (1) monthmonth duration, in the case of any Eurodollar Revolving Borrowing or any Alternate Currency Term Rate Borrowing. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s duration. 77 US-DOCS\121951479.16133960081.2portion of each resulting Borrowing.

Interest Election Notice. To make an election pursuant to this Section, the(b) the Borrower shall deliver, by hand delivery or facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Interest Election Request to the Administrative Agent not later than (x) in the case of an Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurodollarSOFR SOFR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the proposed effective date of such election and (y) in the case of a conversion of any Borrowing to an ABR Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the proposed effective date of such election. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and,(i) and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below, as applicable, shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest(ii) Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a(iii) EurodollarSOFR a SOFR Borrowing; and (iv) if the resulting Borrowing is a EurodollarSOFR SOFR Borrowing, the(iv) the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a EurodollarSOFR SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. 77 US-DOCS\121951479.16133960081.2DOCS\133960081.2