Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Borrower Representative shall have the option to (i) request that any Loan be made as a Term SOFR Rate Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR Rate Loans, (iii) convert any Term SOFR Rate Loan to a Base Rate Loan, subject to Section 10.4 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 Term SOFR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR Rate Loan must be in a minimum amount of $100,000 (or, if less, the aggregate outstanding amount of such Loan or Loans). Any such election must be made by Borrower Representative by 2:00 p.m. (x) on the date that is three (3) Business Days prior to (1) the date of any proposed Loan which is to bear interest at Term SOFR, (2) the end of each Interest Period with respect to any Term SOFR Rate Loans to be continued as such, or (3) one (1) day prior to the date on which the Borrower Representative wishes to convert any Base Rate Loan to a Term SOFR Rate Loan for an Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Rate Loan to a Base Rate Loan. If no Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by 2:00 p.m. on the date that is three (3) Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Rate Loan shall automatically be continued as a Term SOFR Rate Loan with a one month Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a one month Interest Period. The Borrower Representative must make such election by notice to Administrative Agent in writing, including by hand delivery, overnight courier, mail, facsimile or Electronic Transmission, which notice may be given pursuant to irrevocable written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to Administrative Agent. No Loan shall be made, converted into or continued as a Term SOFR Rate Loan, if an Event of Default has occurred and is continuing and Required Lenders have determined not to make, convert or continue any Loan as a Term SOFR Rate Loan as a result thereof; provided that the Borrower Representative shall not be required to convert then existing Term SOFR Rate Loans to Base Rate Loans prior to the expiration of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Default. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrowers of any liability hereunder or provide the basis for any claim against any 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. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than five (5) different Interest Periods in effect; provided that, after the establishment of any Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each applicable Class so established.

Conversion and Continuation Elections. (a) The Borrower Representative Borrowers shall have the option to (i) request that any Revolving Loan be made as a Term SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR LIBOR Rate Loans, (iii) convert any Term SOFR LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 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 Term SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR LIBOR Rate Loan must be in a minimum amount of $100,000 (or, if less, the aggregate outstanding amount 1,000,000 and integral multiples of $500,000 in excess of such Loan or Loans)amount. Any such election must be made by Borrower Representative by 2:00 1:00 p.m. (xNew York time) on the date that is three (3) 3rd Business Days Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at Term SOFRLIBOR, (2) the end of each Interest Period with respect to any Term SOFR LIBOR Rate Loans to be continued as such, or (3) one (1) day prior to the date on which the Borrower Representative wishes Borrowers wish to convert any Base Rate Loan to a Term SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Rate Loan to a Base Rate Loan. If no Notice of Conversion/Continuation election is received with respect to a Term SOFR LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the date that is three (3) 3rd Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR LIBOR Rate Loan shall automatically be continued as converted to a Term SOFR Base Rate Loan with a one month at the end of its Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a one month Interest Period. The Borrower Representative must make such election by notice to Administrative Agent in writing, including by hand deliveryfax or overnight courier (or by telephone, overnight courierto be confirmed in writing on such day). In the case of any conversion or continuation, mail, facsimile or Electronic Transmission, which notice may such election must be given made pursuant to irrevocable a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to Administrative Agent1.6. No Loan shall be made, converted into or continued as a Term SOFR LIBOR Rate Loan, if an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make, convert make or continue any Loan as a Term SOFR LIBOR Rate Loan as a result thereof; provided that the Borrower Representative shall not be required to convert then existing Term SOFR Rate Loans to Base Rate Loans prior to the expiration of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Default. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFRLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against any the 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. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than five seven (57) different Interest Periods in effect; provided that, after the establishment of any Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each applicable Class so established.

Conversion and Continuation Elections. (a) The Borrower Representative shall have the option to (i) request that any Revolving Loan be made as a Term SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to Term SOFR LIBOR Rate Loans, (iii) convert any Term SOFR LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 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 Term SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR LIBOR Rate Loan must be in a minimum amount of $100,000 (or, if less, the aggregate outstanding amount 5,000,000 and integral multiples of $500,000 in excess of such Loan or Loans)amount. Any such election must be made by Borrower Representative by 2:00 1:00 p.m. (xNew York time) on the date that is three (3) 3rd Business Days Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at Term SOFRLIBOR, (2) the end of each Interest Period with respect to any Term SOFR LIBOR Rate Loans to be continued as such, or (3) one (1) day prior to the date on which the Borrower Representative wishes to convert any Base Rate Loan to a Term SOFR LIBOR Rate Loan for an a Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Rate Loan to a Base Rate Loan. If no Notice of Conversion/Continuation election is received with respect to a Term SOFR LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the date that is three (3) 3rd Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR LIBOR Rate Loan shall automatically be continued as converted to a Term SOFR Base Rate Loan with a one month at the end of its Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a one month Interest Period. The Borrower Representative must make such election by notice to Administrative Agent in writing, including by hand deliveryfax or overnight courier (or by telephone, overnight courierto be confirmed in writing on such day). In the case of any conversion or continuation, mail, facsimile or Electronic Transmission, which notice may such election must be given made pursuant to irrevocable a written notice (a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to Administrative Agent1.6. No Loan shall be made, converted into or continued as a Term SOFR LIBOR Rate Loan, if an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make, convert make or continue any Loan as a Term SOFR LIBOR Rate Loan as a result thereof; provided that the Borrower Representative shall not be required to convert then existing Term SOFR Rate Loans to Base Rate Loans prior to the expiration of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Default. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFRLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against any the 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. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than five seven (57) different Interest Periods in effect; provided that, after the establishment of any Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each applicable Class so established.

Conversion and Continuation Elections. (a) The Borrower Representative Borrowers shall have the option to (i) request that any Revolving Loan be made as a Term SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to Term SOFR LIBOR Rate Loans, (iii) convert any Term SOFR LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 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 Term SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR LIBOR Rate Loan must be in a minimum amount of $100,000 (or, if less, the aggregate outstanding amount of such Loan or Loans)1,000,000. Any such election must be made by Borrower Representative by 2:00 p.m. (xNew York time) on the date that is three (3) third Business Days Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at Term SOFRLIBOR, (2) the end of each Interest Period with respect to any Term SOFR LIBOR Rate Loans to be continued as such, or (3) one (1) day prior to the date on which the Borrower Representative wishes Borrowers wish to convert any Base Rate Loan to a Term SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Rate Loan to a Base Rate Loan. If no Notice of Conversion/Continuation election is received with respect to a Term SOFR LIBOR Rate Loan by 2:00 p.m. (New York time) on the date that is three (3) third Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR LIBOR Rate Loan shall automatically be continued as converted to a Term SOFR Base Rate Loan with a one month at the end of its Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a one month Interest Period. The Borrower Representative must make such election by notice to Administrative Agent in writing, including by hand delivery, overnight courier, mail, facsimile or Electronic Transmission. In the case of any conversion or continuation, which notice may such election must be given made pursuant to irrevocable a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to Administrative Agent. No Loan shall be made, converted into or continued as a Term SOFR LIBOR Rate Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and Agent or Required Lenders have determined not to make, convert make or continue any Loan as a Term SOFR LIBOR Rate Loan as a result thereof; provided that the Borrower Representative shall not be required to convert then existing Term SOFR Rate Loans to Base Rate Loans prior to the expiration of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Default. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFRLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against any 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. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than five (5) different Interest Periods in effect; provided that, after the establishment of any Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each applicable Class so established.

Conversion and Continuation Elections. (a) The Applicable Borrower Representative shall have the option to (i) request that any Revolving Loan denominated in Dollars be made as a Term SOFR LIBOR Rate Loan or any Revolving Loan denominated in Canadian Dollars be made as a BA Rate Loan, (ii) convert at any time all or any part of outstanding (x) Base Rate Loans (other than U.S. Swingline Loans) from Base Rate Loans to Term SOFR LIBOR Rate Loans or (y) Canadian Index Rate Loans from Canadian Index Rate Loans to BA Rate Loans, (iii) convert any Term SOFR (x) LIBOR Rate Loan to a Base Rate Loan or (y) BA Rate Loan to a Canadian Index Rate Loan, subject to Section 10.4 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 Term SOFR LIBOR Rate Loan or BA Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR LIBOR Rate Loan or BA Rate Loan, as applicable, must be in a minimum amount of $100,000 (or250,000 or C$250,000, if less, the aggregate outstanding amount of such Loan or Loans)as applicable. Any such election must be made by Borrower Representative by 2:00 p.m. (x) on the date that is three (3) third Business Days Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at Term SOFRLIBOR or the BA Rate, (2) the end of each Interest Period with respect to any Term SOFR LIBOR Rate Loans or BA Rate Loans to be continued as such, respectively, or (3) one (1) day prior to the date on which the Applicable Borrower Representative wishes to convert any Base Rate Loan to a Term SOFR LIBOR Rate Loan or Canadian Index Rate Loan to a BA Rate Loan, respectively, for an Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Rate Loan to a Base Rate Loan. If no Notice of Conversion/Continuation election is received with respect to a Term SOFR LIBOR Rate Loan or BA Rate Loan by 2:00 p.m. on the date that is three (3) third Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR LIBOR Rate Loan or BA Rate Loan, as applicable, shall automatically be continued as converted to a Term SOFR Base Rate Loan with a one month Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR or Canadian Index Rate Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to Loan, as applicable, at the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a one month its Interest Period. The Borrower Representative must make such election by notice to Administrative Agent in writing, including by hand delivery, overnight courier, mail, facsimile or Electronic Transmission. In the case of any conversion or continuation, which notice may such election must be given made pursuant to irrevocable a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to Administrative Agent. No Loan shall be made, converted into or continued as a Term SOFR LIBOR Rate Loan or BA Rate Loan, as applicable, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and Agent or Required Lenders have determined not to make, convert make or continue any Loan as a Term SOFR LIBOR Rate Loan or BA Rate Loan, as applicable, as a result thereof; provided that the Borrower Representative shall not be required to convert then existing Term SOFR Rate Loans to Base Rate Loans prior to the expiration of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Default. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFRLIBOR or the BA Rate; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against any 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. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than five seven (57) different Interest Periods in effect; provided that, after effect for the establishment of any Class of Loans pursuant to an Extension, such number of U.S. Borrowers and seven (7) different Interest Periods shall increase by two (2) Interest Periods in effect for each applicable Class so establishedthe Canadian Borrower.

Conversion and Continuation Elections. (a) The Borrower Representative shall have the option to (i) request that any Revolving Loan be made as a Term SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to Term SOFR LIBOR Rate Loans, (iii) convert any Term SOFR LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 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 Term SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR LIBOR Rate Loan must be in a minimum amount of $100,000 (or, if less, the aggregate outstanding amount 1,000,000 and integral multiples of $200,000 in excess of such Loan or Loans)amount. Any such election must be made by Borrower Representative by 2:00 1:00 p.m. (xNew York time) on the date that is three (3) third Business Days Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at Term SOFRLIBOR, (2) the end of each Interest Period with respect to any Term SOFR LIBOR Rate Loans to be continued as such, or (3) one (1) day prior to the date on which the Borrower Representative wishes to convert any Base Rate Loan to a Term SOFR LIBOR Rate Loan for an a Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Rate Loan to a Base Rate Loan. If no Notice of Conversion/Continuation election is received with respect to a Term SOFR LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the date that is three (3) third Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR LIBOR Rate Loan shall automatically be continued as converted to a Term SOFR Base Rate Loan with a one month at the end of its Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a one month Interest Period. The Borrower Representative must make such election by notice to Administrative Agent in writing, including by hand deliveryfax or overnight courier (or by telephone, overnight courierto be confirmed in writing on such day). In the case of any conversion or continuation, mail, facsimile or Electronic Transmission, which notice may such election must be given made pursuant to irrevocable a written notice (a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to Administrative Agent1.6. No Loan shall be made, converted into or continued as a Term SOFR LIBOR Rate Loan, if an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make, convert or continue any Loan as a Term SOFR LIBOR Rate Loan as a result thereof; provided that . No Loan may be made as or converted into a LIBOR Rate Loan until the Borrower Representative shall not be required to convert then existing Term SOFR Rate Loans to Base Rate Loans prior to earlier of (i) thirty (30) days after the expiration Closing Date or (ii) completion of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Defaultprimary syndication as determined by Agent. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFRLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against any the 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. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than five (5) different Interest Periods in effect; provided that, after the establishment of any Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each applicable Class so established.

Conversion and Continuation Elections. (a) The Borrower Representative shall have the option to (i) request that any Loan be made as a Term SOFR Rate Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR Rate Loans, (iii) convert any Term SOFR Rate Loan to a Base Rate Loan, subject to Section 10.4 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 Term SOFR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR Rate Loan must be in a minimum amount of $100,000 (or, if less, the aggregate outstanding amount of such Loan or Loans). Any such election must be made by Borrower Representative by 2:00 p.m. (x) on the date that is three (3) Business Days prior to (1) the date of any proposed Loan which is to bear interest at Term SOFR, (2) the end of each Interest Period with respect to any Term SOFR Rate Loans to be continued as such, or (3) one (1) day prior to the date on which the Borrower Representative wishes to convert any Base Rate Loan to a Term SOFR Rate Loan for an Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Rate Loan to a Base Rate Loan. If no Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by 2:00 p.m. on the date that is three (3) Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Rate Loan shall automatically be continued as a Term SOFR Rate Loan with a one month Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a one month Interest Period. The Borrower Representative must make such election by notice to Administrative Agent in writing, including by hand delivery, overnight courier, mail, facsimile or Electronic Transmission, which notice may be given pursuant to irrevocable written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to Administrative Agent. No Loan shall be made, converted into or continued as a Term SOFR Rate Loan, if an Event of Default has occurred and is continuing and Required Lenders have determined not to make, convert or continue any Loan as a Term SOFR Rate Loan as a result thereof; provided that the Borrower Representative shall not be required to convert then existing Term SOFR Rate Loans to Base Rate Loans prior to the expiration of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Default. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrowers of any liability hereunder or provide the basis for any claim against any 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. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than five (5) different Interest Periods in effect; provided that, after the establishment of any Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each applicable Class so established.