Common use of Conversion and Continuation Election Clause in Contracts

Conversion and Continuation Election. (i) The Borrowers shall have the option to (i) request that any Revolving Credit Loan be made as a Eurodollar Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to Eurodollar Rate Loans, (iii) convert any Eurodollar Rate Loan to a Base Rate Loan, subject to Section 3.05 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a Eurodollar Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Parent Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at the Eurodollar Rate, (2) the end of each Interest Period with respect to any Eurodollar Rate Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a Eurodollar Rate Loan for an Interest Period designated by the Parent Borrower in such election. If no election is received with respect to a Eurodollar Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that Eurodollar Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Parent Borrower must make such election by notice to the Administrative Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.02(c) or in a writing in any other form acceptable to the Administrative Agent. No Loan shall be made, converted into or continued as a Eurodollar Rate Loan, if (x) an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a Eurodollar Rate Loan as a result thereof or (y) the Administrative Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (ii) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof. In addition, the Administrative Agent will, with reasonable promptness, notify the Parent Borrower and the Lenders of each determination of the Eurodollar Rate; provided that any failure to do so shall not relieve any Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given.

Conversion and Continuation Election. (i) The Borrowers shall have the option to (i) request that any Revolving Credit Loan be made as a Eurodollar Rate SOFR Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to Eurodollar Rate SOFR Loans, (iii) convert any Eurodollar Rate SOFR Loan to a Base Rate Loan, subject to Section 3.05 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a Eurodollar Rate SOFR Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Parent Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at the Eurodollar RateSOFR Loan, (2) the end of each Interest Period with respect to any Eurodollar Rate SOFR Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a Eurodollar Rate SOFR Loan for an Interest Period designated by the Parent Borrower in such election. If no election is received with respect to a Eurodollar Rate SOFR Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that Eurodollar Rate SOFR Loan shall be converted to continued as a Base Rate SOFR Loan bearing interest at the end a rate based upon Term SOFR for an Interest Period of its Interest Periodone month. The Parent Borrower must make such election by notice to the Administrative Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.02(c) or in a writing in any other form acceptable to the Administrative Agent. No Loan shall be made, converted into or continued as a Eurodollar Rate SOFR Loan, if (x) an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a Eurodollar Rate SOFR Loan as a result thereof or (y) the Administrative Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (ii) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof. In addition, the Administrative Agent will, with reasonable promptness, notify the Parent Borrower and the Lenders of each determination of the Eurodollar RateTerm SOFR for the Interest Period applicable thereto; provided that any failure to do so shall not relieve any Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (a) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for SOFR Loans upon determination of such interest rate. The determination of the Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the Lenders of any change in Capital One’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (b) After giving effect to all Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than 10 Interest Periods in effect unless the Administrative Agent otherwise agrees.