Common use of Interest Periods; Renewals Clause in Contracts

Interest Periods; Renewals. In the case of the Term SOFR Loans, Borrower shall select an Interest Period in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (1) no Interest Period may extend beyond the applicable Maturity Date for that type of Loan; (2) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless such U.S. Government Securities Banking Day would fall in the next calendar month, in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3) [reserved]; and (4) only five (5) discrete segments of a Bank’s applicable Term Loans bearing interest at SOFR for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, may be outstanding at any one time (each such segment of each Bank’s Term Loans corresponding to a proportionate segment of each of the other Banks’ applicable Term Loans). Upon notice to Administrative Agent as provided in Section 2.14, Borrower may Continue any SOFR Loan on the last day of the Interest Period of the same or different duration in accordance with the limitations provided above. The parties understand that during a Leverage Pricing Period the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Banks by Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate or fees calculated for any period during a Leverage Pricing Period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s or any Bank’s other rights under this Agreement.

Interest Periods; Renewals. In the case of the Term SOFR LIBOR Loans, Borrower shall select an Interest Period in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (1) no Interest Period may extend beyond the applicable Maturity Date for that type of Loan; (2) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless such U.S. Government Securities Banking Day would fall in the next calendar month, in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3) [reserved]; and only eight (4) only five (5) 8) discrete segments of a Ratable Loan Bank’s applicable Term Loans Ratable Loan bearing interest at SOFR a LIBOR Interest Rate for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, may be outstanding at any one time (each such segment of each Ratable Loan Bank’s Ratable Loan corresponding to a proportionate segment of each of the other Ratable Loan Banks’ Ratable Loans) and (4) only five (5) discrete segments of a Term Loan Bank’s applicable Term Loans bearing interest at a LIBOR Interest Rate for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, may be outstanding at any one time (each such segment of each Term Loan Bank’s applicable Term A-1 Loans and Term A-2 Loans corresponding to a proportionate segment of each of the other Term Loan Banks’ applicable Term A-1 Loans and Term A-2 Loans). Upon notice to Administrative Agent as provided in Section 2.14, Borrower may Continue any SOFR LIBOR Loan on the last day of the Interest Period of the same or different duration in accordance with the limitations provided above. The parties understand that during a Leverage Pricing Period the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Banks by Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate or fees calculated for any period during a Leverage Pricing Period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s ’s, a Fronting Bank’s, or any Bank’s other rights under this Agreement.

Interest Periods; Renewals. In the case of the Term SOFR Loans, Borrower shall select an Interest Period in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (1) no Interest Period may extend beyond the applicable Maturity Date for that type of Loan; (2) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless such U.S. Government Securities Banking Day would fall in the next calendar month, in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3) [reserved]; ] and (4) only five (5) discrete segments of a Bank’s applicable Term Loans bearing interest at SOFR for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, may be outstanding at any one time (each such segment of each Bank’s Term Loans corresponding to a proportionate segment of each of the other Banks’ applicable Term Loans). Upon notice to Administrative Agent as provided in Section 2.14, Borrower may Continue any SOFR Loan on the last day of the Interest Period of the same or different duration in accordance with the limitations provided above. The parties understand that during a Leverage Pricing Period the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Banks by Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate or fees calculated for any period during a Leverage Pricing Period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s or any Bank’s other rights under this Agreement.

Interest Periods; Renewals. (a) In the case of each Fixed Rate Loan, the Term SOFR Loans, applicable Borrower shall select (in the case of a Eurodollar Loan), or the Banks and the applicable Borrower shall, in accordance with Section 2.13, agree upon (in the case of a Money Market Loan), an Interest Period in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.011.1, subject to the following limitations: (1i) no Interest Period may extend beyond the applicable Maturity Date for that type of LoanTermination Date; (2ii) notwithstanding clause (i) above, no Interest Period shall have a duration less than one month, and if any such proposed Interest Period would otherwise be for a shorter period, such Interest Period shall not be available; (iii) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless such U.S. Government Securities Banking Day would fall in the next calendar month, month in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3) [reserved]; and (4iv) only five (5) discrete segments of a Bank’s applicable Term Loans bearing interest at SOFR for a designated no more than twelve Interest Period pursuant to a particular Election, Conversion or Continuation, Periods may be outstanding at any one time with respect to Fixed Rate Loans. (each such segment of each Bank’s Term Loans corresponding to a proportionate segment of each of the other Banks’ applicable Term Loans). b) Upon notice to Administrative the Agent as provided in Section 2.142.8, the applicable Borrower may Continue renew any SOFR Fixed Rate Loan on the last day of the Interest Period therefor as the same type of Loan with an Interest Period of the same or different duration in accordance with the limitations provided above; provided, however, that neither Eurodollar Loans nor Money Market Loans shall be available if an Event of Default is then continuing. The parties understand that during a Leverage Pricing Period If the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time Borrower shall fail to time based upon certain financial ratios and/or other information to be provided or certified give notice to the Banks by Borrower (the “Borrower Information”). If it is subsequently determined that any Agent of such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate or fees calculated for any period during a Leverage Pricing Period were lower than they should have been had the correct information been timely provided, thenrenewal, such interest rate and such fees for such period Fixed Rate Loan shall be automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower in writing become a Variable Rate Loan on the last day of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s or any Bank’s other rights under this Agreementcurrent Interest Period.

Interest Periods; Renewals. In the case of the Term LIBORTerm SOFR Loans, Borrower shall select an Interest Period in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (1) no Interest Period may extend beyond the applicable Maturity Date for that type of Loan; (2) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless such U.S. Government Securities Banking Day would fall in the next calendar month, in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3) [reserved]; and only eight (4) only five (5) 8) discrete segments of a Ratable Loan Bank’s applicable Term Loans Ratable Loan bearing interest at a LIBOR Interest Ratebased upon SOFR for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, may be outstanding at any one time (each such segment of each Ratable Loan Bank’s Ratable Loan corresponding to a proportionate segment of each of the other Ratable Loan Banks’ Ratable Loans) and (4) only five (5) discrete segments of a Term Loan Bank’s applicable Term Loans bearing interest at a LIBOR Interest Ratebased upon SOFR for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, may be outstanding at any one time (each such segment of each Term Loan Bank’s applicable Term A-1 Loans and Term A-2 Loans corresponding to a proportionate segment of each of the other Term Loan Banks’ applicable Term A-1 Loans and Term A-2 Loans). Upon notice to Administrative Agent as provided in Section 2.14, Borrower may Continue any SOFR LIBORSOFR Loan on the last day of the Interest Period of the same or different duration in accordance with the limitations provided above. The parties understand that during a Leverage Pricing Period the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Banks by Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate or fees calculated for any period during a Leverage Pricing Period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be ​ automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s ’s, a Fronting Bank’s, or any Bank’s other rights under this Agreement.

Interest Periods; Renewals. (a) In the case of each Fixed Rate Loan, the Term SOFR Loans, Borrower shall select an Interest Period in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (1i) no Interest Period may extend beyond the applicable Maturity Date for that type of LoanDate; (2ii) notwithstanding clause (i) above, no Interest Period for a Eurodollar Loan shall have a duration of less than one month, and if any such proposed Interest Period would otherwise be for a shorter period, such Interest Period shall not be available; (iii) no Interest Period may extend beyond an Amortization Date unless the aggregate principal amount of Loans having Interest Periods which end after such Amortization Date are equal to or less than the aggregate amount of Loans (after giving effect to the payment required to be made on such Amortization Date) to be outstanding after such Amortization Date; (iv) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless (in the case of a Eurodollar Loan) such U.S. Government Securities Banking Day would fall in the next calendar month, month in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3) [reserved]; and (4v) only five (5) discrete segments no more than three Interest Periods of a Bank’s applicable Term Loans bearing interest at SOFR for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, each Bank may be outstanding at any one time time. (each such segment of each Bank’s Term Loans corresponding to a proportionate segment of each of the other Banks’ applicable Term Loans). b) Upon notice to Administrative the Agent as provided in Section 2.142.06, the Borrower may Continue renew any SOFR Fixed Rate Loan on the last day of the Interest Period therefor as the same type of Loans with an Interest Period of the same or different duration in accordance with the limitations provided above. The parties understand that during a Leverage Pricing Period If the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time Borrower shall fail to time based upon certain financial ratios and/or other information to be provided or certified give notice to the Banks by Borrower (the “Borrower Information”). If it is subsequently determined that any Agent of such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate or fees calculated for any period during a Leverage Pricing Period were lower than they should have been had the correct information been timely provided, thenrenewal, such interest rate and such fees for such period Fixed Rate Loan shall be automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower in writing become a Variable Rate Loan on the last day of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s or any Bank’s other rights under this Agreementcurrent Interest Period.

Interest Periods; Renewals. (a) In the case of each Eurocurrency Loan, the Term SOFR Loans, Borrower thereunder shall select an Interest Period in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.01, subject to the following limitations: (1i) no Interest Period may extend beyond the applicable Maturity Date for that type of LoanRevolving Credit Termination Date; (2ii) notwithstanding clause (i) above, no Interest Period shall have a duration less than 30 days, and if any such proposed Interest Period would otherwise be for a shorter period, such Interest Period shall not be available; (iii) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless such U.S. Government Securities Banking Day would fall in the next calendar month, month in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3iv) [reserved]; and (4) only five (5) discrete segments of a Bank’s applicable Term Loans bearing interest at SOFR for a designated no more than ten Interest Period pursuant to a particular Election, Conversion or Continuation, Periods may be outstanding at any one time time; (v) no more than two Eurocurrency Loan borrowings in each such segment Alternative Currency may be outstanding at any one time; and (vi) no more than twenty Eurocurrency Loan borrowings may be outstanding at any one time. For purposes of each Bank’s Term Loans corresponding to a proportionate segment this Section 2.06(a), borrowings having different Interest Periods or denominated in different currencies, regardless of each of whether they commence on the other Banks’ applicable Term Loans). same date, shall be considered separate borrowings. (a) Upon notice to the Administrative Agent as provided in Section 2.142.08, each Borrower may Continue renew any SOFR Eurocurrency Loan on the last day of the Interest Period therefor as the same type of Revolving Credit Loans with an Interest Period of the same or different duration in accordance with the limitations provided above. The parties understand that during a Leverage Pricing Period the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time If such Borrower shall fail to time based upon certain financial ratios and/or other information to be provided or certified give notice to the Banks by Borrower Administrative Agent of such a renewal, (i) in the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because case of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate or fees calculated for any period during a Leverage Pricing Period were lower than they should have been had the correct information been timely provided, thenEurocurrency Loan denominated in Dollars, such interest rate Eurocurrency Loan shall automatically become a Variable Rate Loan on the last day of the current Interest Period and (ii) in the case of a Eurocurrency Loan denominated in an Alternative Currency, such fees for such period Eurocurrency Loan shall be automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower become a Eurocurrency Loan denominated in writing of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period same Alternative Currency having an Interest Period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s or any Bank’s other rights under this Agreementmonth.

Interest Periods; Renewals. (a) In the case of each Eurocurrency Loan, the Term SOFR Loans, applicable Borrower shall select an Interest Period of a duration specified in a Notice of Borrowing of any duration in accordance with the definition of Interest Period in Section 1.011.1, subject to the following limitations: (1i) no Interest Period may extend beyond the applicable Termination Date in the case of Revolving Loans and Swingline Loans, or Maturity Date for that type in the case of LoanTerm Loans; (2ii) notwithstanding Section 2.9(a)(i), no Interest Period shall have a duration less than one month, and if any such proposed Interest Period would otherwise be for a shorter period, such Interest Period shall not be available; (iii) if an Interest Period would end on a day which is not a U.S. Government Securities Banking Day, such Interest Period shall be extended to the next U.S. Government Securities Banking Day, unless such U.S. Government Securities Banking Day would fall in the next calendar month, month in which event such Interest Period shall end on the immediately preceding U.S. Government Securities Banking Day; (3) [reserved]; and (4iv) only five (5) discrete segments seven Interest Periods of a Bank’s applicable Term Loans bearing interest at SOFR for a designated Interest Period pursuant to a particular Election, Conversion or Continuation, each Bank may be outstanding at any one time time. (each such segment of each Bank’s Term Loans corresponding to a proportionate segment of each of the other Banks’ applicable Term Loans). b) Upon notice to Administrative the Agent as provided in Section 2.142.11 and PROVIDED no Default or Event of Default has occurred and is continuing, Borrower may Continue any SOFR Loan on the last day of the Interest Period therefor a Borrower may (i) renew any Eurocurrency Loan as the same type of Loan with an Interest Period of the same or different duration in accordance with the limitations provided above. The parties understand that during a Leverage Pricing Period the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time in Section 2.9(a) or (ii) convert such Loan to time based upon certain financial ratios and/or other information a Variable Rate Loan. If a Borrower shall fail to be provided or certified give notice to the Banks Agent of such a renewal or by Borrower the terms of this Agreement shall not be permitted to renew a Eurocurrency Loan, (A) in the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because case of a subsequent restatement Eurocurrency Loan denominated in Dollars, on the last day of earnings by Borrowerthe current Interest Period such Eurocurrency Loan shall automatically become a Variable Rate Loan and (B) at in the time it was delivered to Administrative Agentcase of a Eurocurrency Loan denominated in an Alternative Currency, and if on the applicable interest rate or fees calculated for any period during last day of the current Interest Period such Eurocurrency Loan shall automatically become a Leverage Pricing Eurocurrency Loan denominated in the same Alternative Currency having an Interest Period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. Administrative Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and Borrower shall pay such additional interest or fees due to Administrative Agent, for the account of each Bank, within 5 Banking Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive for a period of one year following the termination of this Agreement, and this provision shall not in any way limit any of Administrative Agent’s or any Bank’s other rights under this Agreementmonth.