Common use of Interest Rate Determination; Conversion Clause in Contracts

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request in a Conversion Request or in a written election pursuant to Section 3.03(b) that Loans (or portions thereof) bear interest as Term Benchmark Loans or RFR Loans, Loans shall bear interest as ABR Loans. (b) The Borrower may request, by giving a Conversion Request to the Administrative Agent, not later than 1:00 P.M., New York time, on the third Business Day prior to the requested Conversion Date, that all or portions of the outstanding Loans, in the aggregate principal amount of $25,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to Term Benchmark Loans, and in the aggregate principal amount of $5,000,000 or in integral multiples of $100,000 in excess thereof (or, if the aggregate principal amount of outstanding Loans is less than $5,000,000, then all such lesser amount), in the case of Loans being converted to ABR Loans, bear interest from and after the Conversion Date as either ABR Loans or Term Benchmark Loans; provided, however, that during the continuance of any Default or Event of Default that shall have occurred, no Loan (or portion thereof) may be converted into Term Benchmark Loans. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein.

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request request, in a Borrowing Request, in a Conversion Request or in a written election pursuant to Section 3.03(b) 3.03, that Loans (or portions thereof) bear interest as Term Benchmark Loans or RFR Loans, Loans shall bear interest as ABR Loans. (b) The Borrower may request, by giving a Conversion Request irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Conversion Request (provided, that, any telephonic notice must be promptly followed by delivery to the Administrative Agent of a Conversion Request), not later than 1:00 P.M., New York time, the time that a Borrowing Request would be required under Section 2.02 if the Borrower were requesting a borrowing of Loans of the Type resulting from such conversion or continuation to be made on the third Business Day prior to the requested Conversion Dateeffective date of such election, that all or portions of the outstanding Loans, in the aggregate principal amount of $25,000,000 5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to or continued as Term Benchmark Loans, and in the aggregate principal amount of $5,000,000 1,000,000 or in integral multiples of $100,000 in excess thereof (or, if the aggregate principal amount of outstanding Loans is less than $5,000,0001,000,000, then all such lesser amount), in the case of Loans being converted to ABR Loans, bear interest from and after the Conversion Date as either ABR Loans or Term Benchmark Loans; provided, however, that that, during the continuance of any Default or Event of Default that shall have occurred, no Loan (or portion thereof) may be converted into Term Benchmark Loans. For the avoidance of doubt, if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to ABR Loans. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Benchmark Loans. If the Borrower requests a conversion to, or continuation of, Term Benchmark Loans in any such Conversion Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein. This Section shall not apply to Swingline Loans, which may not be converted or continued and shall be ABR Loans.

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request request, in the Borrowing Request, in a Conversion Request or in a written election pursuant to Section 3.03(b) ), that Loans (or portions thereof) bear interest as Term EurodollarTerm Benchmark Loans or RFR Loans, Loans shall bear interest as ABR Loans. (b) The Borrower may request, by giving a Conversion Request to the Administrative Agent, not later than 1:00 P.M., New York time, on the third Business Day prior to the requested Conversion Date, that all or portions of the outstanding Loans, in the aggregate principal amount of $25,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to Term or continued as EurodollarTerm Benchmark Loans, and in the aggregate principal amount of $5,000,000 10,000,000 or in integral multiples of $100,000 in excess thereof (or, if the aggregate principal amount of outstanding Loans is less than $5,000,00010,000,000, then all such lesser amount), in the case of ABR Loans being converted to ABR or RFR Loans, bear interest from and after the Conversion Date as either ABR Loans or Term EurodollarTerm Benchmark Loans; provided, however, that during the continuance of any Default or Event of Default that shall have occurred, no Loan (or portion thereof) may be converted into Term EurodollarTerm Benchmark Loans. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein.

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request request, in a Conversion Revolving Credit Request or in Conversion Request, that a written election pursuant to Section 3.03(b) that Loans (or portions thereof) Revolving Credit Loan bear interest as Term Benchmark Loans or RFR Loansa Eurodollar Loan, each Loan shall bear interest as an ABR Loan. All Swing Line Loans shall bear interest as ABR Loans and may not be converted into Eurodollar Loans. (b) The Borrower may request, by giving a Conversion Request to the Administrative Agent, by telephone, telex, telecopy or in writing not later than 1:00 12:00 noon, New York time (if by telephone, to be so confirmed in substantially the form of EXHIBIT B not later than 2:00 P.M., New York time), on the third Business Day prior to the requested Conversion Date, that all or portions of the outstanding Revolving Credit Loans, in the aggregate principal amount of $25,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to Term Benchmark Loans, and in the aggregate principal amount of $5,000,000 or in integral multiples of $100,000 1,000,000 in excess thereof (or, if the aggregate principal amount of outstanding Loans is less than $5,000,000, then all such lesser amount), in the case of Loans being converted to ABR Loans, bear interest from and after the Conversion Date as either ABR Loans or Term Benchmark Eurodollar Loans; providedPROVIDED, howeverHOWEVER, that during the continuance of any Default or Event of Default that shall have occurred, no Revolving Credit Loan (or portion thereof) may be converted into Term Benchmark Eurodollar Loans. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Revolving Credit Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein.

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request request, in a Revolving Credit Request, in a Conversion Request or in a written election pursuant to Section 3.03(b) ), that Revolving Credit Loans (or portions thereof) bear interest as Term Benchmark Loans or RFR Eurodollar Loans, Revolving Credit Loans shall bear interest as ABR Revolving Loans. (b) The Borrower may request, by giving a Conversion Request to the Administrative Agent, not later than 1:00 P.M., New York time, time on the third Business Day prior to the requested Conversion Date, that all or portions of the outstanding Revolving Credit Loans, in the aggregate principal amount of $25,000,000 5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to Term Benchmark or continued as Eurodollar Revolving Loans, and in the aggregate principal amount of $5,000,000 1,000,000 or in integral multiples of $100,000 in excess thereof (or, if the aggregate principal amount of outstanding Revolving Loans is less than $5,000,0001,000,000, then all such lesser amount), in the case of Loans being converted to ABR Revolving Loans, bear interest from and after the Conversion Date as either ABR Revolving Loans or Term Benchmark Eurodollar Revolving Loans; providedPROVIDED, howeverHOWEVER, that during the continuance of any Default or Event of Default that shall have occurred, no Loan (or portion thereof) may be converted into Term Benchmark Eurodollar Revolving Loans. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein. (c) Competitive Loans shall bear interest as Absolute Rate Competitive Loans or Eurodollar Competitive Loans as determined in accordance with Section 2.06.

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request in a Conversion Request or in a written election pursuant to Section 3.03(b) that Loans (or portions thereof) bear interest as Term Benchmark Loans or RFR Loans, Loans shall bear interest as ABR Loans. (b) The Borrower may request, by giving a Conversion Request to the Administrative Agent, not later than 1:00 P.M., New York time, on the third Business Day prior to the requested Conversion Date, that all or portions of the outstanding Loans, in the aggregate principal amount of $25,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to or continued as Term Benchmark Loans, and in the aggregate principal amount of $5,000,000 or in integral multiples of $100,000 in excess thereof (or, if the aggregate principal amount of outstanding Loans is less than $5,000,000, then all such lesser amount), in the case of Loans being converted to or continued as ABR Loans, bear interest from and after the Conversion Date as either ABR Loans or Term Benchmark Loans; provided, however, that during the continuance of any Default or Event of Default that shall have occurred, no Loan (or portion thereof) may be converted into Term Benchmark Loans. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein.

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request request, in a Borrowing Request, in a Conversion Request or in a written election pursuant to Section 3.03(b) 3.03, that Loans (or portions thereof) bear interest as Term Benchmark Loans or RFR SOFR Loans, Loans shall bear interest as ABR Base Rate Loans. (b) The Borrower may request, by giving a Conversion Request irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Conversion Request (provided, that, any telephonic notice must be promptly followed by delivery to the Administrative Agent of a Conversion Request), not later than 1:00 P.M., New York time, on the third P.M. two Business Day Days prior to the requested Conversion Date, that all or portions of the outstanding Loans, in the aggregate principal amount of $25,000,000 5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to or continued as Term Benchmark SOFR Loans, and in the aggregate principal amount of $5,000,000 1,000,000 or in integral multiples of $100,000 in excess thereof (or, if the aggregate principal amount of outstanding Loans is less than $5,000,0001,000,000, then all such lesser amount), in the case of Loans being converted to ABR Base Rate Loans, bear interest from and after the Conversion Date as either ABR Base Rate Loans or Term Benchmark SOFR Loans; provided, however, that that, during the continuance of any Default or Event of Default that shall have occurred, no Loan (or portion thereof) may be converted into Term Benchmark SOFR Loans. For the avoidance of doubt, if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a conversion to, or continuation of, Term SOFR Loans in any such Conversion Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein. This Section shall not apply to Swingline Loans, which may not be converted or continued and shall be Base Rate Loans.

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request request, in a Borrowing Request, in a Conversion Request or in a written election pursuant to Section 3.03(b) 3.03, that Loans (or portions thereof) bear interest as Term Benchmark Loans or RFR SOFR Loans, Loans shall bear interest as ABR Base Rate Loans. (b) The Borrower may request, by giving a Conversion Request irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Conversion Request (provided, that, any telephonic notice must be promptly followed by delivery to the Administrative Agent of a Conversion Request), not later than 1:00 P.M., New York time, on the third P.M. two Business Day Days prior to the requested Conversion Date, that all or portions of the outstanding Loans, in the aggregate principal amount of $25,000,000 5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to or continued as Term Benchmark SOFR Loans, and in the aggregate principal amount of $5,000,000 1,000,000 or in integral multiples of $100,000 in excess thereof (or, if the aggregate principal amount of outstanding Loans is less than $5,000,0001,000,000, then all such lesser amount), in the case of Loans being converted to ABR Base Rate Loans, bear interest from and after the Conversion Date as either ABR Base Rate Loans or Term Benchmark SOFR Loans; provided, however, that that, during the continuance of any Default or Event of Default that shall have occurred, no Loan (or portion thereof) may be converted into Term Benchmark SOFR Loans. For the avoidance of doubt, if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a conversion to, or continuation of, Term SOFR Loans in any such Conversion Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein.

Interest Rate Determination; Conversion. (a) Except to the extent (x) provided in Section 2.01 with respect to Term Benchmark Loans being made on the Effective Date or (y) that the Borrower shall request request, in a Revolving Credit Request, in a Conversion Request or in a written election pursuant to Section 3.03(b) ), that Revolving Credit Loans (or portions thereof) bear interest as Term Benchmark Loans or RFR Eurodollar Revolving Loans, Revolving Credit Loans shall bear interest as ABR Revolving Loans. (b) The Borrower may request, by giving a Conversion Request to the Administrative Agent, not later than 1:00 P.M., New York time, time on the third Business Day prior to the requested Conversion Date, that all or portions of the outstanding Revolving Credit Loans, in the aggregate principal amount of $25,000,000 5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Loans being converted to Term Benchmark or continued as Eurodollar Revolving Loans, and in the aggregate principal amount of $5,000,000 1,000,000 or in integral multiples of $100,000 in excess thereof (or, if the aggregate principal amount of outstanding Revolving Loans is less than $5,000,0001,000,000, then all such lesser amount), in the case of Loans being converted to ABR Revolving Loans, bear interest from and after the Conversion Date as either ABR Revolving Loans or Term Benchmark Eurodollar Revolving Loans; provided, however, that during the continuance of any Default or Event of Default that shall have occurred, no Loan (or portion thereof) may be converted into Term Benchmark Eurodollar Revolving Loans. Upon receipt, the Administrative Agent forthwith shall give notice to each Lender of the substance of each Conversion Request. Upon payment by the Borrower of the amounts, if any, required by Section 4.03, on the Conversion Date the Loans or portions thereof as to which the Conversion Request was made shall commence to accrue interest in the manner selected by the Borrower therein.