Common use of Borrower’s Failure to Notify Clause in Contracts

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.6(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 1.9(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a) and has not notified the Administrative Agent within the period required by Section 1.9(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Domestic Rate Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period6.2 hereof. In the event If the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the continuation of any outstanding principal amount of a Reimbursement Obligation Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.6(a) and has not notified the Administrative Agent within the period required by 12:00 noon (Chicago timeSection 1.9(a) on the day such Reimbursement Obligation becomes due that it intends to repay prepay such Reimbursement Obligation through funds not borrowed under this AgreementBorrowing, the Borrower such Borrowing shall automatically be deemed to have requested continued as a Borrowing of Base Rate Eurocurrency Loans under in the Revolving Credit (or at same Alternative Currency with an Interest Period of one month, subject to Section 6.2 hereof, including the option application of Section 1.4 and of the Swing Line Lender under the Swing Line) on such day restrictions contained in the amount definition of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then dueInterest Period.

Borrower’s Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.6(a) hereof that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a) above hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Domestic Rate Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period6.2 hereof. In the event If the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the continuation of any outstanding principal amount of a Reimbursement Obligation Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by 12:00 noon (Chicago timeSection 1.9(a) on the day such Reimbursement Obligation becomes due hereof that it intends to repay prepay such Reimbursement Obligation through funds not borrowed under this AgreementBorrowing, the Borrower such Borrowing shall automatically be deemed to have requested continued as a Borrowing of Base Rate Eurocurrency Loans under in the Revolving Credit (or at same Alternative Currency with an Interest Period of one month, subject to Section 6.2 hereof, including the option application of Section 1.4 hereof and of the Swing Line Lender under the Swing Line) on such day restrictions contained in the amount definition of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then dueInterest Period.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 2.5(a) hereof that it intends to convert such Borrowing into a Borrowing of Eurodollar Loans or notifies the Administrative Agent within the period required by Section 2.8(a) hereof that it intends to prepay or repay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.5(a) hereof and has not notified the Administrative Agent within the period required by Section 2.8(a) hereof that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Base Rate Loans, subject to Section 6.2 hereof. The Administrative Agent shall promptly notify the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end Banks of the Interest PeriodBorrower’s failure to so give a notice under Section 2.5(a) hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above hereof of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago New York time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 6.2 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.6(a) hereof that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a) above hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Domestic Rate Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period6.2 hereof. In the event If the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the continuation of any outstanding principal amount of a Reimbursement Obligation Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by 12:00 noon (Chicago timeSection 1.9(a) on the day such Reimbursement Obligation becomes due hereof that it intends to repay prepay such Reimbursement Obligation through funds not borrowed under this AgreementBorrowing, the Borrower such Borrowing shall automatically be deemed to have requested continued as a Borrowing of Base Rate Eurocurrency Loans under in the Revolving Credit (or at same Alternative Currency with an Interest Period of one month, subject to Section 6.2 hereof, including the option application of Section 1.4 hereof and of the Swing Line Lender under the Swing Line) on such day restrictions contained in the amount definition of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.Interest Period. (d)

Borrower’s Failure to Notify. Automatic Continuations and Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.6(a) that the Borrower intends to convert such Borrowing, subject to Section 7.1 hereof, into a Borrowing of Eurodollar Loans or such Borrowing is prepaid in accordance with Section 1.9(a). If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 7.1 for the continuation or conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 1.8(a1.9(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodBase Rate Loans. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 1:00 p.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section Six hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Agent within the period required by Section 2.6(a) that it intends to convert such Borrowing into a Borrowing of Eurodollar Loans or notifies the Agent within the period required by Section 2.9(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a2.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.6(a) and has not notified the Agent within the period required by Section 2.9(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan Loans with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month an Interest Period and such Eurodollar Loan shall be of one month, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodSix hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a2.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 10:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section Six hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 7.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Agent within the period required by Section 1.4(a) that the Borrower intends to convert such Borrowing into a Borrowing of Eurodollar Loans or notifies the Agent within the period required by Section 2.3(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a1.4(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a1.4(a) and has not notified the Agent within the period required by Section 2.3(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Base Rate Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period7.2 hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.4(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower Company fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion reborrowing of any outstanding principal amount of a Borrowing by any Borrower of Eurodollar Committed Revolving Loans or Term Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a2.2(a) and has not notified the Administrative Agent by 10:00 a.m. (Chicago time) on such last day of the Interest Period that the Company or such Borrower intends to repay such Borrowing is through funds not prepaid borrowed hereunder, such Borrowing shall automatically be repaid through a Borrowing by the same Borrower of Committed Domestic Rate Loans, subject to Section 11.2 hereof. If the Company fails to give notice pursuant to Section 2.2(a) above of the reborrowing of the outstanding principal amount of a Borrowing by any Borrower of Eurocurrency Loans denominated in accordance with an Alternative Currency before the last day of its Interest Period within the period required by Section 1.8(a), 2.2(a) and has not notified the Borrower shall be deemed to have given Administrative Agent within the notice three period required by 10:00 a.m. (3Chicago time) on the Business Day four (4) Business Days prior to the end of day such Borrowing matures that the then current Interest Period and Company or such Borrower intends to repay such Borrowing through funds not borrowed hereunder, such Borrowing shall automatically be continued as repaid through a Borrowing by the same Borrower of a Eurodollar Loan Committed Eurocurrency Loans in the same Alternative Currency with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month an Interest Period and such Eurodollar Loan shall be of one month, subject to Section 11.2 hereof, including the funding indemnity set forth in application of Section 1.11 hereof 5.2 and of the restrictions contained in the event it is prepaid prior to the end definition of the Interest Period. In the event the Borrower Company fails to give notice pursuant to Section 1.6(a2.2(a) above of a Borrowing equal to the amount of a Reimbursement Obligation of any Borrower payable in U.S. Dollars and has not notified the Administrative Agent by 12:00 noon 10:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower Company shall be deemed to have requested a Borrowing by the Company of Base Domestic Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 11 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.3(a) above or (b) of (i) the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Term Benchmark Loans before the last day of its then current Interest Period within the period required by Section 1.6(aor (ii) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able Revolving Loans to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a pay outstanding Reimbursement Obligation Obligations, and has not notified the Administrative Agent by (A) 12:00 noon p.m. (Chicago London time) on at least three (3) Business Days before the last day of the Interest Period for any Borrowing of Term Benchmark Loans or (B) the day such Reimbursement Obligation becomes due due, as the case may be, that it intends to repay such Borrowing or Reimbursement Obligation through funds not borrowed under this AgreementObligation, the Borrower shall be deemed to have requested for the Borrower, as applicable, (x) the continuation of such Borrowing as a Term Benchmark Borrowing with an Interest Period of one (1) month or (y) the advance of a new Borrowing of Base RFR Loans (after converting, if necessary, the Reimbursement Obligation into Dollars using the applicable Exchange Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Linein effect on such date) on such day in the amount of the Reimbursement Obligation then due, which Borrowing pursuant to this clause (y) shall be deemed to have been funded on such date by the Lenders in accordance with Section 2.3(a) and to have been applied on such day to pay the Reimbursement Obligation then due, in each case so long as no Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to Borrowings set forth in Section 4.2. If so directed by the Required Lenders, upon the occurrence and during the continuance of any Event of Default, and upon notice thereof from the Administrative Agent to the Borrower, each Term Benchmark Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a RFR Loan.

Borrower’s Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.7(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 1.10(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a1.7(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a1.7(a) and has not notified the Administrative Agent within the period required by Section 1.10(a) that it intends to prepay such Borrowing, such Borrowing is not prepaid in accordance with shall automatically be converted into a Borrowing of Domestic Rate Loans, subject to Section 1.8(a), 6.2 hereof. If the Borrower shall be deemed fails to have given the give notice three (3pursuant to Section 1.7(a) Business Days prior to the end above of the continuation of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.7(a) and has not notified the Administrative Agent within the period required by Section 1.10(a) that it intends to prepay such Borrowing, such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan Eurocurrency Loans in the same Alternative Currency with a an Interest Period of one (1) month month, subject to Section 6.2 hereof, including the application of Section 1.5 and of the restrictions contained in the definition of Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.4(a) above or (b) of (i) the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar LIBOR Loans or of (ii) a Borrowing of Loans to pay outstanding Reimbursement Obligations, as applicable, and has not notified the Agent by 11:00 a.m. at least two (2) Business Days before the last day of its then current the Interest Period within the period required by Section 1.6(a) and for such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent LIBOR Loans or by 12:00 noon (Chicago time) 11:00 a.m. on the day such Reimbursement Obligation becomes due that it intends to repay such Borrowing or such Reimbursement Obligation through with funds not borrowed under this Agreementhereunder, the Borrower shall be deemed to have requested requested, (x) the continuation of such Borrowing as a LIBOR Loan with an Interest Period of one (1) month, or (y) the advance of a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied deemed to have been funded on such day to pay the Reimbursement Obligation then due, in each case so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to a Borrowing set forth in Section 4.2. Upon the occurrence and during the continuance of any Event of Default, (i) each LIBOR Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, continue or convert Loans into LIBOR Loans shall be suspended.

Borrower’s Failure to Notify. If Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 7.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.4(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 2.3(a) that it intends to prepay such Borrowing. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.4(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a1.4(a) and has not notified the Administrative Agent within the period required by Section 2.3(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Domestic Rate Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period7.2 hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.4(a) above of a Borrowing equal to the continuation of any outstanding principal amount of a Reimbursement Obligation Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.4(a) and has not notified the Administrative Agent within the period required by 12:00 noon (Chicago timeSection 2.3(a) on the day such Reimbursement Obligation becomes due that it intends to repay prepay such Reimbursement Obligation through funds not borrowed under this AgreementBorrowing, the Borrower such Borrowing shall automatically be deemed to have requested continued as a Borrowing of Base Rate Eurocurrency Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount same Alternative Currency with an Interest Period of one month, subject to Section 7.2 hereof, including the Reimbursement Obligation then due, which Borrowing shall be applied to pay restrictions contained in the Reimbursement Obligation then duedefinition of Interest Period.

Borrower’s Failure to Notify. If the Borrower Company fails to give notice pursuant to Section 1.6(a1.4(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a1.4(a) and such Borrowing is not prepaid in accordance with Section 1.8(a)3.4, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one Base Rate Loans (1) month Interest Period; provided that all Lenders are able to accommodate or, if such one (1) month Borrowing is an Alternative Currency, such Borrowing shall be continued for an Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Periodone month). In the event the applicable Borrower fails to give notice pursuant to Section 1.6(a1.4(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the such Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the U.S. Revolving Credit Facility (or or, at the option of the Swing Line Lender Lender, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Automatic Continuations and Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.5(a) that the Borrower intends to convert such Borrowing, subject to Section 6.1 hereof, into a Borrowing of Eurodollar Loans or such Borrowing is prepaid in accordance with Section 1.8(a). If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a1.5(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 6.1 for the continuation or conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodBase Rate Loans. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 1:00 p.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Swing Loans, if such Borrowing would not cause the outstanding Swing Loans to exceed the Swing Line Sublimit, or if the Swing Line Sublimit would be exceeded, then a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.6(a) above of the continuation or conversion of any outstanding principal amount of (i) a Borrowing of SOFR Loans prior to the last day of its then current Interest Period within the period required by Section 2.6(a) and such Borrowing is not prepaid in accordance with Section 2.8(a), such Borrowing shall automatically be deemed to be continued as a SOFR Loan and (ii) a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a2.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodSOFR Loans. In the event the Borrower fails to give notice pursuant to Section 1.6(a2.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent Bank by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans a SOFR Loan under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) Commitment on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Committed Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Agent within the period required by Section 1.5(a) that it intends to convert such Committed Borrowing into a Committed Borrowing of Eurocurrency Loans or notifies the Agent within the period required by Section 1.14(a) that it intends to prepay such Committed Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion of any outstanding principal amount of a Committed Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a1.5(a) and has not notified the Agent within the period required by Section 1.14(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Committed Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Committed Borrowing shall automatically be continued as converted into a Committed Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Domestic Rate Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period6.2 hereof. In the event If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of a Borrowing equal to the continuation of any outstanding principal amount of a Reimbursement Obligation Committed Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.5(a) and has not notified the Administrative Agent within the period required by 12:00 noon (Chicago timeSection 1.14(a) on the day such Reimbursement Obligation becomes due that it intends to repay prepay such Reimbursement Obligation through funds not borrowed under this AgreementCommitted Borrowing, the Borrower such Borrowing shall automatically be deemed to have requested continued as a Committed Borrowing of Base Rate Eurocurrency Loans under in the Revolving Credit (or at same Alternative Currency with an Interest Period of one month, subject to Section 6.2 hereof, including the option application of Section 1.4 and of the Swing Line Lender under the Swing Line) on such day restrictions contained in the amount definition of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then dueInterest Period.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.3(a) above or Section 2.3(b), as the case may be, of (i) the continuation or conversion of any outstanding principal amount of any outstanding Borrowing of EurocurrencySOFR Loans, or (ii) a Borrowing of Eurodollar Loans to pay outstanding Reimbursement Obligations, and has not notified (A) the Administrative Agent by 12:00 P.M. New York time at least three (3) Business Days before the last day of its then current the Interest Period within for any outstanding Borrowing of EurocurrencySOFR Loans, or (B) the period required by Section 1.6(aAdministrative Agent and, if applicable, the Sub-Agent (if such Reimbursement Obligations are denominated in an Alternative Currency) and the applicable Issuing Bank by 12:00 P.M. New York time on the day such Reimbursement Obligations become due, as the case may be, that it intends to repay such outstanding Borrowing is not prepaid in accordance with Section 1.8(a)or Reimbursement Obligations, the Borrower shall be deemed to have given requested, as applicable, (x) the notice three (3) Business Days prior to the end continuation of the then current such Borrowing as a EurocurrencySOFR Loan with an Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one or (1y) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above advance of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a new Borrowing of Base Rate Loans under (after converting, if necessary, the Revolving Credit (or at Reimbursement Obligations into ​ ​ ‌ ​ ‌ ​ ​ Dollars using the option of the Swing Line Lender under the Swing Lineapplicable Exchange Rate in effect on such date) on such day in the amount of the Reimbursement Obligation Obligations then due, which Borrowing pursuant to this clause (y) shall be deemed to have been funded on such date by the Lenders in accordance with Section 2.3(a) and to have been applied on such day to pay the Reimbursement Obligation Obligations then due, or to repay the Lenders that funded their participations in such Reimbursement Obligations, as applicable, in each case so long as no Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to Borrowings set forth in Section 4.2. Upon the occurrence and during the continuance of any Event of Default, and upon notice thereof from the Administrative Agent to the Borrower (i) each EurocurrencySOFR Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders to continue EurocurrencySOFR Loans or convert Base Rate Loans into EurocurrencySOFR Loans shall be suspended.

Borrower’s Failure to Notify. If the Borrower Company fails to give notice pursuant to Section 1.6(a1.4(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a1.4(a) and such Borrowing is not prepaid in accordance with Section 1.8(a)3.4, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one Domestic Rate Loans (1) month Interest Period; provided that all Lenders are able to accommodate or, if such one (1) month Borrowing is an Alternative Currency, such Borrowing shall be continued for an Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Periodone month). In the event the Borrower fails to give notice pursuant to Section 1.6(a1.4(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Domestic Rate Loans under the U.S. Revolving Credit Facility (or or, at the option of the Swing Line Lender Lender, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If In the event a Borrower fails to give notice pursuant to Section 1.6(a2.3(a) above of the continuation or conversion reborrowing of any outstanding the principal amount of a any maturing Borrowing of Eurodollar Committed Loans before denominated in U.S. Dollars and has not notified the last Agent by (i) 10:00 a.m. (Chicago time) on the day of its then current Interest Period within the period required by Section 1.6(a) and such Borrowing is not prepaid matures, if such Borrowing was comprised of Domestic Rate Loans, Adjusted CD Rate Loans or Eurocurrency Loans denominated in accordance with Section 1.8(a)U.S. Dollars and 10:00 a.m. on the Business Day four (4) Business Days prior to the day such Borrowing matures if such Borrowing was comprised of Eurocurrency Loans denominated in an Alternative Currency that it intends to repay such Borrowing, the then (i) if such Borrowing was denominated in U.S. Dollars such Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as requested a Borrowing of Domestic Rate Loans on such day in the amount of the maturing Borrowing of Committed Loans and (ii) if such Borrowing was denominated in an Alternative Currency, such Borrower shall be deemed to have requested a Eurodollar Loan Borrowing in such Alternative Currency with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month an Interest Period and such Eurodollar Loan shall be of one month, all subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period9.2 hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a2.3(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 10:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Domestic Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 9 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.4(a) above of (i) the continuation or conversion of any outstanding principal amount of a Borrowing by way of Eurodollar Loans or of (ii) a Borrowing by way of Loans to pay outstanding Reimbursement Obligations, and has not notified the Agent by 12:00 noon at least three (3) Business Days before the last day of its then current the Interest Period within for any Borrowing of Eurodollar Loans or by the period required by Section 1.6(a) and day such Reimbursement Obligation becomes due, that it intends to repay such Borrowing is or such Reimbursement Obligation with funds not prepaid in accordance with Section 1.8(a)borrowed hereunder, the Borrower shall be deemed to have given requested, as applicable, (x) the notice three (3) Business Days prior to the end continuation of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing Base Rate Loan or (y) the advance of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing pursuant to this subclause (y) shall be deemed to have been funded on such date by the Lenders in accordance with Section 2.1(a) and to have been applied on such day to pay the Reimbursement Obligation then due, in each case so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to Borrowings set forth in Section 4.2. Upon the occurrence and during the continuance of any Default or Event of Default, (i) each Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, continue or convert Loans into, Eurodollar Loans shall be suspended.

Borrower’s Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Agent within the period required by Section 1.5(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Agent within the period required by Section 1.8(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a1.5(a) and has not notified the Agent within the period required by Section 1.8(a) that it intends to prepay such Borrowing, such Borrowing is not prepaid in accordance with shall automatically be converted into a Borrowing of Domestic Rate Loans, subject to Section 1.8(a), 6.2 hereof. If the Borrower shall be deemed fails to have given the give notice three (3pursuant to Section 1.5(a) Business Days prior to the end above of the continuation of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.5(a) and has not notified the Agent within the period required by Section 1.8(a) that it intends to prepay such Borrowing, such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan Eurocurrency Loans in the same Alternative Currency with a an Interest Period of one (1) month month, subject to Section 6.2 hereof, including the application of Section 1.4 and of the restrictions contained in the definition of Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.3(a) above or Section 2.3(b), as the case may be, of (i) the continuation or conversion of any outstanding principal amount of any outstanding Borrowing of Eurocurrency Loans, or (ii) a Borrowing of Eurodollar Loans to pay outstanding Reimbursement Obligations, and has not notified (A) the Administrative Agent by 12:00 X.X. Xxx Xxxx time at least three (3) Business Days before the last day of its then current the Interest Period within for any outstanding Borrowing of Eurocurrency Loans, or (B) the period required by Section 1.6(aAdministrative Agent and, if applicable, the Sub-Agent (if such Reimbursement Obligations are denominated in an Alternative Currency) and the applicable Issuing Bank by 12:00 P.M. New York time on the day such Reimbursement Obligations become due, as the case may be, that it intends to repay such outstanding Borrowing is not prepaid in accordance with Section 1.8(a)or Reimbursement Obligations, the Borrower shall be deemed to have given requested, as applicable, (x) the notice three (3) Business Days prior to the end continuation of the then current such Borrowing as a Eurocurrency Loan with an Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one or (1y) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above advance of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a new Borrowing of Base Rate Loans under (after converting, if necessary, the Revolving Credit (or at Reimbursement Obligations into Dollars using the option of the Swing Line Lender under the Swing Lineapplicable Exchange Rate in effect on such date) on such day in the amount of the Reimbursement Obligation Obligations then due, which Borrowing pursuant to this clause (y) shall be deemed to have been funded on such date by the Lenders in accordance with Section 2.3(a) and to have been applied on such day to pay the Reimbursement Obligation Obligations then due, or to repay the Lenders that funded their participations in such Reimbursement Obligations, as applicable, in each case so long as no Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to Borrowings set forth in Section 4.2. Upon the occurrence and during the continuance of any Event of Default, and upon notice thereof from the Administrative Agent to the Borrower (i) each Eurocurrency Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders to continue Eurocurrency Loans or convert Base Rate Loans into Eurocurrency Loans shall be suspended.

Borrower’s Failure to Notify. If In the event the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion reborrowing of any outstanding the principal amount of a any maturing Borrowing of Eurodollar Committed Loans before and has not notified the last Administrative Agent by 11:00 a.m. (Chicago time) on the day of its then current Interest Period within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a)matures that it intends to repay such Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as requested a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate Base Rate Loans on such one (1) month Interest Period and such Eurodollar Loan shall be day in the amount of the maturing Borrowing of Committed Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period8.2 hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 11:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 8 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower Company fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion reborrowing of any outstanding principal amount of a Borrowing by any Borrower of Eurodollar Committed Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a2.2(a) and has not notified the Administrative Agent by 10:00 a.m. (Chicago time) on such last day of the Interest Period that the Company or such Borrower intends to repay such Borrowing is through funds not prepaid borrowed hereunder, such Borrowing shall automatically be repaid through a Borrowing by the same Borrower of Committed Domestic Rate Loans, subject to Section 11.2 hereof. If the Company fails to give notice pursuant to Section 2.2(a) above of the reborrowing of the outstanding principal amount of a Borrowing by any Borrower of Eurocurrency Loans denominated in accordance with an Alternative Currency before the last day of its Interest Period within the period required by Section 1.8(a), 2.2(a) and has not notified the Borrower shall be deemed to have given Administrative Agent within the notice three period required by 10:00 a.m. (3Chicago time) on the Business Day four (4) Business Days prior to the end of day such Borrowing matures that the then current Interest Period and Company or such Borrower intends to repay such Borrowing through funds not borrowed hereunder, such Borrowing shall automatically be continued as repaid through a Borrowing by the same Borrower of a Eurodollar Loan Committed Eurocurrency Loans in the same Alternative Currency with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month an Interest Period and such Eurodollar Loan shall be of one month, subject to Section 11.2 hereof, including the funding indemnity set forth in application of Section 1.11 hereof 5.2 and of the restrictions contained in the event it is prepaid prior to the end definition of the Interest Period. In the event the Borrower Company fails to give notice pursuant to Section 1.6(a2.2(a) above of a Borrowing equal to the amount of a Reimbursement Obligation of any Borrower payable in U.S. Dollars and has not notified the Administrative Agent by 12:00 noon 10:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower Company shall be deemed to have requested a Borrowing by the Company of Base Domestic Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 11 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period as a Base Rate Loan unless the Borrower has notified the Administrative Agent within the period required by Section 2.5(a) that it intends to convert such Borrowing into a Borrowing of LIBOR Loans or notifies the Administrative Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar LIBOR Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.5(a) and has not notified the Administrative Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Base Rate Loans, subject to Section 6.2 hereof. The Administrative Agent shall promptly notify the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end Banks of the Interest PeriodBorrower’s failure to so give a notice under Section 2.5(a). In the event the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 11:00 am (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 6.2 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.6(a) hereof that it intends to convert such Borrowing into a Borrowing of EurocurrencyRFR Loans or notifies the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing. Any outstanding Borrowing of RFR Loans denominated in an Alternative Currency shall, subject to the penultimate sentence of Section 1.6(a), automatically be continued as a Borrowing of RFR Loans in the same Alternative Currency for an additional Interest Period on the last day of its then current Interest Period unless the Borrower notifies the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a) above hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar EurocurrencyRFR Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued converted intocontinued as a Borrowing of a Eurodollar Loan Domestic RateRFR Loans denominated in U.S. Dollars with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month an Interest Period and such Eurodollar Loan shall be of one month, subject to Section 6.2 hereof, including the funding indemnity set forth in application of Section 1.11 6.21.4 hereof and of the restrictions contained in the event it is prepaid prior to the end definition of the Interest Period. In the event If the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the continuation of any outstanding principal amount of a Reimbursement Obligation Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by 12:00 noon (Chicago timeSection 1.9(a) on the day such Reimbursement Obligation becomes due hereof that it intends to repay prepay such Reimbursement Obligation through funds not borrowed under this AgreementBorrowing, the Borrower such Borrowing shall automatically be deemed to have requested continued as a Borrowing of Base Rate Eurocurrency Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.same Alternative Currency with an Interest Period of

Borrower’s Failure to Notify. Automatic Continuations and Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.6(a) that the Borrower intends to convert such Borrowing, subject to Section 7.1 hereof, into a Borrowing of Eurodollar Loans or such Borrowing is prepaid in accordance with Section 1.10(a). If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 7.1 for the continuation or conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 1.8(a1.10(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodBase Rate Loans. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 11:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or or, at the option of the Swing Line Lender Administrative Agent, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless Borrower has notified the Administrative Agent within the period required by Section 2.5(a) that it intends to convert such Borrowing into a Borrowing of Eurodollar Loans or notifies the Administrative Agent within the period required by Section 2.8(a) that it intends to prepay or repay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.5(a) and has not notified the Administrative Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Base Rate Loans, subject to Section 6.2 hereof. The Administrative Agent shall promptly notify the funding indemnity set forth in Banks of Borrower’s failure to so give a notice under Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period2.5(a). In the event the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago New York time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 6.2 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Automatic Continuations and Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.5(a) that the Borrower intends to convert such Borrowing, subject to Section 7.1 hereof, into a Borrowing of Eurodollar Loans or such Borrowing is prepaid in accordance with Section 1.8(a). If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a1.5(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 7.1 for the continuation or conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodBase Rate Loans. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 1:00 p.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or or, at the option of the Swing Line Lender Administrative Agent, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.4(a) above or (b) of (i) the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar LIBOR Loans before or of (ii) a Borrowing of Loans to pay outstanding Reimbursement Obligations, as applicable, and has not notified the last day of its then current Interest Period within the period required Agent by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice 11:00 a.m. at least three (3) Business Days prior to before the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end last day of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above Period for such Borrowing of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on LIBOR Loans or the day such Reimbursement Obligation becomes due that it intends to repay such Borrowing or such Reimbursement Obligation through with funds not borrowed under this Agreementhereunder, the Borrower shall be deemed to have requested requested, (x) the continuation of such Borrowing as a LIBOR Loan with an Interest Period of one (1) month, or (y) the advance of a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied deemed to have been funded on such day to pay the Reimbursement Obligation then due, in each case so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to a Borrowing set forth in Section 4.3. Upon the occurrence and during the continuance of any Event of Default, (i) each LIBOR Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, continue or convert Loans into LIBOR Loans shall be suspended.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Term SOFR Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a2.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of Base Rate Loans. If the Borrower requests a Eurodollar Loan with a one (1) month conversion or continuation of Term SOFR Loans but fails to specify an Interest Period; provided that all Lenders are able , it will be deemed to accommodate such one (1) month have selected an Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Periodone month. In the event the Borrower fails to give notice pursuant to Section 1.6(a2.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago Los Angeles time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) Facility on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower Company fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion reborrowing of any outstanding principal amount of a Borrowing by any Borrower of Eurodollar Committed Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a1.4(a) and has not notified the Administrative Agent by 10:00 a.m. (Chicago time) on such last day of the Interest Period that the Company or such Borrower intends to repay such Borrowing is through funds not prepaid borrowed hereunder, such Borrowing shall automatically be repaid through a Borrowing by the same Borrower of Committed Domestic Rate Loans, subject to Section 11.2 hereof. If the Company fails to give notice pursuant to Section 1.4(a) above of the reborrowing of the outstanding principal amount of a Borrowing by any Borrower of Eurocurrency Loans denominated in accordance with an Alternative Currency before the last day of its Interest Period within the period required by Section 1.8(a), 1.4(a) and has not notified the Borrower shall be deemed to have given Administrative Agent within the notice three period required by 10:00 a.m. (3Chicago time) on the Business Day four (4) Business Days prior to the end of day such Borrowing matures that the then current Interest Period and Company or such Borrower intends to repay such Borrowing through funds not borrowed hereunder, such Borrowing shall automatically be continued as repaid through a Borrowing by the same Borrower of a Eurodollar Loan Committed Eurocurrency Loans in the same Alternative Currency with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month an Interest Period and such Eurodollar Loan shall be of one month, subject to Section 11.2 hereof, including the funding indemnity set forth in application of Section 1.11 hereof 5.2 and of the restrictions contained in the event it is prepaid prior to the end definition of the Interest Period. In the event the Borrower Company fails to give notice pursuant to Section 1.6(a1.4(a) above of a Borrowing equal to the amount of a Reimbursement Obligation of any Borrower payable in U.S. Dollars and has not notified the Administrative Agent by 12:00 noon 10:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower Company shall be deemed to have requested a Borrowing by the Company of Base Domestic Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 11 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give ---------------------------- notice pursuant to Section 1.6(a2.4(a) above or (b) of (i) the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar LIBOR Loans before or of (ii) a Borrowing of Loans to pay outstanding Reimbursement Obligations, as applicable, and has not notified the last day of its then current Interest Period within the period required Agent by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice 11:00 a.m. at least three (3) Business Days prior to before the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end last day of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above Period for such Borrowing of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent LIBOR Loans or by 12:00 noon (Chicago time) 11:00 a.m. on the day such Reimbursement Obligation becomes due that it intends to repay such Borrowing or such Reimbursement Obligation through with funds not borrowed under this Agreementhereunder, the Borrower shall be deemed to have requested requested, (x) the continuation of such Borrowing as a LIBOR Loan with an Interest Period of one (1) month, or (y) the advance of a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied deemed to have been funded on such day to pay the Reimbursement Obligation then due, in each case so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to a Borrowing set forth in Section 4.2. Upon the occurrence and during the continuance of any Event of Default, (i) each LIBOR Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, continue or convert Loans into LIBOR Loans shall be suspended.

Borrower’s Failure to Notify. Automatic Continuations and Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.5(a) that the Borrower intends to convert such Borrowing, subject to Section 7.1 hereof, into a Borrowing of Eurodollar Loans or such Borrowing is prepaid in accordance with Section 1.9(a). If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a1.5(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 7.1 for the continuation or conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 1.8(a1.9(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodBase Rate Loans. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 1:00 p.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or or, at the option of the Swing Line Lender Administrative Agent, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If In the Borrower event the Company (acting on behalf of the Borrowers) fails to give notice pursuant to Section 1.6(a2.3(a) above of the continuation or conversion reborrowing of any outstanding the principal amount of a any maturing Borrowing of Eurodollar Committed Loans before and has not notified the last day of its then current Interest Period Agent within the period required by Section 1.6(a4.3(a) and that it intends to prepay such Borrowing, then (i) if such maturing Borrowing is not prepaid was denominated in accordance with Section 1.8(a)U.S. Dollars, the Borrower Company (acting on behalf of the Borrowers) shall be deemed to have given requested a new Borrowing of Domestic Rate Loans in the notice three (3) Business Days prior amount of the maturing Borrowing of Committed Loans and such new Borrowing shall, subject to Section 9.2 hereof be disbursed to the end Agent (for the account of the then current Banks) so as to prepay such maturing Borrowing, and (ii) if such maturing Borrowing was denominated in an Alternative Currency, the Company (acting on behalf of the Borrowers) shall be deemed to have requested a new Borrowing in such Alternative Currency with an Interest Period of one month and such new Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be shall, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior 9.2 hereof, be disbursed to the end Agent (for the account of the Interest PeriodBanks) so as to prepay such maturing Borrowing. In the event the Borrower Company (acting on behalf of the Borrowers) fails to give notice pursuant to Section 1.6(a2.3(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 10:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower Company (acting on behalf of the Borrowers) shall be deemed to have requested a Borrowing of Base Domestic Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 9 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless Borrower has notified the Administrative Agent within the period required by Section 2.5(a) that it intends to convert such Borrowing into a Borrowing of Eurodollar Loans or notifies the Administrative Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.5(a) and has not notified the Administrative Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Base Rate Loans, subject to Section 6.2 hereof. The Administrative Agent shall promptly notify the funding indemnity set forth in Banks of Borrower’s failure to so give a notice under Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period2.5(a). In the event the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago New York time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 6.2 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Agent within the period required by Section 2.5(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.5(a) and has not notified the Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Base Rate Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period6.2 hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 10:00 a.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 6.2 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.4(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above or of a Borrowing equal to the amount of a pay an outstanding Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon a.m. at least three (Chicago time3) on Business Days before the last day of the Interest Period for such Borrowing of Eurodollar Loans or the day such Reimbursement Obligation becomes due that it intends to repay such Borrowing or such Reimbursement Obligation through with funds not borrowed under this Agreementhereunder, the Borrower shall be deemed to have requested, as applicable, the continuation of such Borrowing as a Eurodollar Loan with an Interest Period of the same duration as the prior Interest Period (provided that if such prior Interest Period is twelve (12) months and such Interest Period shall not then be available to all the Lenders, the Borrower shall be deemed to have requested an Interest Period of six (6) months) or, subject to all other provisions hereof, the advance of a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 8.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Agent within the period required by Section 1.5(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Agent within the period required by Section 3.3(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a1.5(a) and has not notified the Agent within the period required by Section 3.3(a) that it intends to prepay such Borrowing, such Borrowing is not prepaid in accordance with shall automatically be converted into a Borrowing of Domestic Rate Loans, subject to Section 1.8(a), 8.2 hereof. If the Borrower shall be deemed fails to have given the give notice three (3pursuant to Section 1.5(a) Business Days prior to the end above of the continuation of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in the Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.5(a) and has not notified the Agent within the period required by Section 3.3(a) that it intends to prepay such Borrowing, such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan Eurocurrency Loans in the Alternative Currency with a an Interest Period of one (1) month month, subject to Section 8.2 hereof, including the application of Section 1.4 and of the restrictions contained in the definition of Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 7.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Agent within the period required by Section 1.4(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Agent within the period required by Section 2.3(a) that it intends to prepay such Borrowing. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.4(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a1.4(a) and has not notified the Agent within the period required by Section 2.3(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Domestic Rate Loans, subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period7.2 hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.4(a) above of a Borrowing equal to the continuation of any outstanding principal amount of a Reimbursement Obligation Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.4(a) and has not notified the Administrative Agent within the period required by 12:00 noon (Chicago timeSection 2.3(a) on the day such Reimbursement Obligation becomes due that it intends to repay prepay such Reimbursement Obligation through funds not borrowed under this AgreementBorrowing, the Borrower such Borrowing shall automatically be deemed to have requested continued as a Borrowing of Base Rate Eurocurrency Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount same Alternative Currency with an Interest Period of one month, subject to Section 7.2 hereof, including the Reimbursement Obligation then due, which Borrowing shall be applied to pay restrictions contained in the Reimbursement Obligation then duedefinition of Interest Period.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.4(a) above of (i) the continuation or conversion of any outstanding principal amount of a Borrowing by way of Eurodollar Loans or of (ii) a Borrowing by way of Loans to pay outstanding Reimbursement Obligations, and has not notified the Agent by 12:00 noon at least three (3) Business Days before the last day of its then current the Interest Period within for any Borrowing of Eurodollar Loans or by the period required by Section 1.6(a) and day such Reimbursement Obligation becomes due, that it intends to repay such Borrowing is or such Reimbursement Obligation with funds not prepaid in accordance with Section 1.8(a)borrowed hereunder, the Borrower shall be deemed to have given requested, as applicable, (x) the notice three (3) Business Days prior to the end continuation of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing Base Rate Loan or (y) the advance of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing pursuant to this sub-clause (y) shall be deemed to have been funded on such date by the Lenders in accordance with Section 2.1(a) and to have been applied on such day to pay the Reimbursement Obligation then due, in each case so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to Borrowings set forth in Section 4.2. Upon the occurrence and during the continuance of any Default or Event of Default, (i) each Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, continue or convert Loans into, Eurodollar Loans shall be suspended.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion reborrowing of the principal amount of any outstanding principal amount maturing Borrowing of Loans denominated in U.S. Dollars or of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 10:30 A.M. (Chicago time) on the day such Borrowing matures or such Reimbursement Obligation becomes due that it intends to repay such Borrowing or such Reimbursement Obligation through with funds not borrowed under this Agreementhereunder, the Borrower shall be deemed to have requested a Borrowing of Base Domestic Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the maturing Borrowing of Loans or of the Reimbursement Obligation then due, subject to Section 6.2 hereof, which Borrowing shall be applied to pay the maturing Borrowing of Loans or Reimbursement Obligation then due. If the Borrower fails to give notice pursuant to Section 1.5(a) above of the reborrowing of the outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its Interest Period within the period required by Section 1.5(a) and has not notified the Agent within the period required by Section 1.8(a) that it intends to repay such Borrowing through funds not borrowed hereunder, such Borrowing shall automatically be repaid through a Borrowing of Eurocurrency Loans in the same Alternative Currency with an Interest Period of one month, subject to Section 6 hereof and of the restrictions contained in the definition of Interest Period.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the ​ ​ funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.3(a) above or Section 2.3(b), as the case may be, of (i) the continuation or conversion of any outstanding principal amount of any outstanding Borrowing of Eurocurrency Loans, or (ii) a Borrowing of Eurodollar Loans to pay outstanding Reimbursement Obligations, and has not notified (A) the Administrative Agent by 12:00 P.M. New York time at least three (3) Business Days before the last day of its then current the Interest Period within for any outstanding Borrowing of Eurocurrency Loans, or (B) the period required by Section 1.6(aAdministrative Agent and, if applicable, the Sub-Agent (if such Reimbursement Obligations are denominated in an Alternative Currency) and the applicable Issuing Bank by 12:00 P.M. New York time on the day such Reimbursement Obligations become due, as the case may be, that it intends to repay such outstanding Borrowing is not prepaid in accordance with Section 1.8(a)or Reimbursement Obligations, the Borrower shall be deemed to have given requested, as applicable, (x) the notice three (3) Business Days prior to the end continuation of the then current such Borrowing as a Eurocurrency Loan with an Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one or (1y) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above advance of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a new Borrowing of Base Rate Loans under (after converting, if necessary, the Revolving Credit (or at Reimbursement Obligations into Dollars using the option of the Swing Line Lender under the Swing Lineapplicable Exchange Rate in effect on such date) on such day in the amount of the Reimbursement Obligation Obligations then due, which Borrowing pursuant to this clause (y) shall be deemed to have been funded on such date by the Lenders in accordance with Section 2.3(a) and to have been applied on such day to pay the Reimbursement Obligation Obligations then due, or to repay the Lenders that funded their participations in such Reimbursement Obligations, as applicable, in each case so long as no Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to Borrowings set forth in Section 4.2. Upon the occurrence and during the continuance of any Event of Default, and upon notice thereof from the Administrative Agent to the Borrower (i) each Eurocurrency Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders to continue Eurocurrency Loans or convert Base Rate Loans into Eurocurrency Loans shall be suspended.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.3(a) above or (b) of (i) the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans, or (ii) a Borrowing of Revolving Loans to pay outstanding Reimbursement Obligations, and has not notified the Administrative Agent by (A) 12:00 noon at least three (3) Business Days before the last day of its then current the Interest Period within for any Borrowing of Eurocurrency Loans or (B) the period required by Section 1.6(a) and day such Reimbursement Obligation becomes due, as the case may be, that it intends to repay such Borrowing is not prepaid in accordance with Section 1.8(a)or Reimbursement Obligation, the Borrower shall be deemed to have given requested, as applicable, (x) the notice three (3) Business Days prior to the end continuation of the then current such Borrowing as a Eurocurrency Loan with an Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one or (1y) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above advance of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing pursuant to this clause (y) shall be deemed to have been funded on such date by the Lenders in accordance with Section 2.3(a) and to have been applied on such day to pay the Reimbursement Obligation then due, in each case so long as no Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to Borrowings set forth in Section 4.2. Upon the occurrence and during the continuance of any Event of Default, and upon notice thereof from the Administrative Agent to the Borrower (i) each Eurocurrency Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders to make, continue or convert Loans into Eurocurrency Loans shall be suspended.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 8.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.5(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 3.5(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a1.5(a) and has not notified the Administrative Agent within the period required by Section 3.5 that it intends to prepay such Borrowing, such Borrowing is not prepaid in accordance with shall automatically be converted into a Borrowing of Base Rate Loans, subject to Section 1.8(a), 8.2 hereof. If the Borrower shall be deemed fails to have given the give notice three (3pursuant to Section 1.5(a) Business Days prior to the end above of the continuation of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.5(a) and has not notified the Administrative Agent within the period required by Section 3.5 that it intends to prepay such Borrowing, such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan Eurocurrency Loans in the same Alternative Currency with a an Interest Period of one (1) month month, subject to Section 8.2 hereof, including the application of Section 1.5 and the restrictions contained in the definition of Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. If the Borrower fails to give notice ---------------------------- pursuant to Section 1.6(a2.3(a) above of (i) the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(aEurocurrency Revolving Loans, or (ii) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able Revolving Loans to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a pay outstanding Reimbursement Obligation Obligations, and has not notified the Administrative Agent by 12:00 noon p.m. at least three (Chicago time3) on Business Days before the last day of the Interest Period for any Borrowing of Eurocurrency Revolving Loans, or by the day such Reimbursement Obligation becomes due due, as the case may be, that it intends to repay such Borrowing or Reimbursement Obligation through funds not borrowed under this AgreementObligation, the Borrower shall be deemed to have requested requested, as applicable, (x) the continuation of such Borrowing as a Eurocurrency Revolving Loan with an Interest Period of one (1) month or (y) the advance of a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing pursuant to this clause (y) shall be deemed to have been funded on such date by the Lenders in accordance with Section 2.3(a) and to have been applied on such day to pay the Reimbursement Obligation then due, in each case so long as no Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to Borrowings set forth in Section 4.2. Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Revolving Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan, and (ii) the obligation of the Lenders to make, continue or convert Loans into Eurocurrency Revolving Loans shall be suspended.

Borrower’s Failure to Notify. Automatic Continuations and Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Agent within the period required by Section 1.6(a) that the Borrower intends to convert such Borrowing, subject to Section 7.2 hereof, into a Borrowing of Eurodollar Loans or such Borrowing is prepaid in accordance with Section 1.9(a). If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 7.2 for the continuation or conversion of a Borrowing of Eurodollar Loans would not be satisfied and such Borrowing is not prepaid in accordance with Section 1.8(a1.9(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodBase Rate Loans. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon 1:00 p.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 7 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Automatic Continuations and Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.5(a) that the Borrower intends to convert such Borrowing, subject to Section 7.1 hereof, into a Borrowing of Eurodollar Loans or such Borrowing is prepaid in accordance with Section 1.8(a). If the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a1.5(a) or, whether or not such notice has been given, one or more of the conditions set forth in Section 7.1 for the continuation or conversion of a Borrowing of Eurodollar Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest PeriodBase Rate Loans. In the event the Borrower fails to give notice pursuant to Section 1.6(a1.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or or, at the option of the Swing Line Lender Administrative Agent, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 2.5(a) hereof that it intends to convert such Borrowing into a Borrowing of Eurodollar Loans or notifies the Administrative Agent within the period required by Section 2.8(a) hereof that it intends to prepay or repay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.5(a) hereof and has not notified the Administrative Agent within the period required by Section 2.8(a) hereof that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Base Rate Loans, subject to Section 6.2 hereof. The Administrative Agent shall promptly notify the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end Banks of the Interest PeriodBorrower’s failure to so give a notice under Section 2.5(a) hereof. In the event the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above hereof of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago New York time) on the day such 37 Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 6.2 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period as a Base Rate Loan unless the Borrower has notified the Administrative Agent within the period required by Section 2.5(a) that it intends to convert such Borrowing into a Borrowing of LIBOR Loans or notifies the Administrative Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar LIBOR Loans before the last day of its then current Interest Period within the period required by Section 1.6(a2.5(a) and has not notified the Administrative Agent within the period required by Section 2.8(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Base Rate Loans, subject to Section 6.2 hereof. The Administrative Agent shall promptly notify the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end Banks of the Interest PeriodBorrower’s failure to so give a notice under Section 2.5(a). In the event the Borrower fails to give notice pursuant to Section 1.6(a2.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago Eastern time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, subject to Section 6.2 hereof, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

Borrower’s Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 8.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the relevant Borrower has notified the Agent within the period required by Section 1.6(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Agent within the period required by Section 4.5(a) that it intends to prepay such Borrowing. If the relevant Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a) and has not notified the Agent within the period required by Section 4.5(a) that it intends to prepay such Borrowing is not prepaid in accordance with Section 1.8(a)Borrowing, the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as converted into a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be Domestic Rate Loans, subject to Section 8.2 hereof. If the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the relevant Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the continuation of any outstanding principal amount of a Reimbursement Obligation Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.6(a) and has not notified the Administrative Agent within the period required by 12:00 noon (Chicago timeSection 4.5(a) on the day such Reimbursement Obligation becomes due that it intends to repay prepay such Reimbursement Obligation through funds not borrowed under this AgreementBorrowing, the Borrower such Borrowing shall automatically be deemed to have requested continued as a Borrowing of Base Rate Eurocurrency Loans under in the Revolving Credit (or at same Alternative Currency with an Interest Period of one month, subject to Section 8.2 hereof, including the option application of Section 1.5 and of the Swing Line Lender under the Swing Line) on such day restrictions contained in the amount definition of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then dueInterest Period.

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a2.4(a) above or (b) of (i) the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar LIBOR Loans before or of (ii) a Borrowing of Loans to pay outstanding Reimbursement Obligations, and has not notified the last day of its then current Interest Period within the period required Lender by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice 11:00 a.m. at least three (3) Business Days prior to before the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end last day of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above Period for such Borrowing of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on LIBOR Loans or the day such Reimbursement Obligation becomes due that it intends to repay such Borrowing or such Reimbursement Obligation through with funds not borrowed under this Agreementhereunder, the Borrower shall be deemed to have requested requested, as applicable, (x) the continuation of such Borrowing as a LIBOR Loan with an Interest Period of one (1) month or (y) the advance of a new Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied deemed to have been funded on such day to pay the Reimbursement Obligation then due, in each case so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Borrowing but otherwise disregarding the conditions to a Borrowing set forth in Section 4.2. Upon the occurrence and during the continuance of any Event of Default, (i) each LIBOR Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Lender to make, continue or convert Loans into LIBOR Loans shall be suspended.