Example ContractsClausescompensation for breakage or non‑commencement of interest periodsVariants
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Interest Periods. In order to convert a Base Rate Loan or LIBOR Rate Loan or continue a LIBOR Rate Loan, the Borrower shall deliver to the Administrative Agent a duly completed, written request therefor substantially in the form of [Exhibit G] (each, a “Conversion or Continuation Notice”) not later than (i) with respect to a conversion to or continuation of a LIBOR Rate Loan, at least three (3) Business Days prior to the proposed effective date of such conversion or continuation and # with respect to a conversion to a Base Rate Loan, at least one (1) Business Day prior to the proposed effective date of such conversion. The Conversion or Continuation Notice shall specify # which Borrowings (including the principal amount thereof) are subject to such request, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the current Interest Period therefor, # the proposed effective date of such conversion or continuation (which shall be a Business Day), # whether the Borrower is requesting a continuation of LIBOR Rate Loans or a conversion of Borrowings from one interest rate option to the other interest rate option, and # if a continuation of or conversion to LIBOR Rate Loans is requested, the requested Interest Period with respect thereto. In addition, the following provisions shall apply to any continuation of or conversion of any Borrowings:

Interest Periods. In order to convert a Base Rate Loanconverted or LIBOR Rate Loan or continue a LIBOR Rate Loan, the Borrower shall deliver to the Administrative Agent a duly completed, written request therefor substantially in the form of [Exhibit G] (each, a “Conversion or Continuation Notice”) not later than (i) with respect to a conversion to or continuation of a LIBOR Rate Loan, at least three (3) Business Days prior to the proposed effective date of such conversion or continuation and # with respect to a conversion to a Base Rate Loan, at least one (1) Business Day prior to the proposed effective date of such conversion. The Conversion or Continuation Notice shall specify # which Borrowings (including the principal amount thereof) are subject to such request,continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the current Interest Period therefor, # the proposed effective date of such conversion or continuation (which shall be a Business Day), # whetherthe principal amount of such Loans to be converted or continued, and # the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. If the Borrower is requestingfails to give a continuationtimely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loans orLoan, then the applicable LIBOR Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of Borrowings from one interest rate optionmonth. Notwithstanding anything to the other interest rate option, and # ifcontrary herein, a continuation of or conversionSwingline Loan may not be converted to a LIBOR Rate Loans is requested,Loan. The Administrative Agent shall promptly notify the requested Interest Period with respect thereto. In addition, the following provisions shall apply to any continuationaffected of or conversionsuch Notice of any Borrowings:Conversion/Continuation.

Interest Periods. In orderWhenever Borrowers desire to convert a Base Rate Loan or LIBOR Rate Loan or continue aLoans as LIBOR Rate Loan, theLoans, Borrower Agent shall deliver to the Administrativegive Agent a duly completed, written request therefor substantially in the formNotice of [Exhibit G] (each, a “Conversion or Continuation Notice”) notConversion/Continuation, no later than (i) with respect to a conversion to or continuation of a LIBOR Rate Loan, at least three (3) Business Days prior tobefore the proposed effective date of suchrequested conversion or continuation and # with respect to a conversion to a Base Rate Loan, at least one (1) Business Day prior to the proposed effective datedate. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice of such conversion. The Conversion or Conversion/Continuation Noticeshall be irrevocable, and shall specify # which Borrowings (including the principal amount thereof) are subject to such request, and, in the case of any LIBOR Rate LoanLoans to be converted or continued, the last day of the current Interest Period therefor, # the proposed effective date of such conversion or continuation date (which shall be a Business Day), # whetherand the Borrower is requestingduration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver a continuationNotice of LIBORConversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans or a conversion of Borrowings from one interest rate option toeffective on the other interest rate option, and # if a continuation of or conversion to LIBOR Rate Loans is requested, the requestedlast day such Interest Period with respect thereto. In addition, the following provisions shall apply to any continuation of or conversion of any Borrowings:Period.

Interest Periods. In order to convert a Base Rate LoanSECTION # Notice and Manner of Conversion or LIBOR Rate LoanContinuation of Loans. Provided that no Default or continue a LIBOR Rate Loan,Event of Default has occurred and is then continuing, the Borrower shall deliverhave the option to # convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to or any whole multiple of in excess thereof into one or more LIBOR Rate Loans and # upon the expiration of any Interest Period, # convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to or a whole multiple of in excess thereof into Base Rate Loans (other than Swingline Loans) or # continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent a duly completed,irrevocable prior written request therefor substantiallynotice in the form attached as [Exhibit E] (a “Notice of [Exhibit G] (each, a “Conversion or Continuation Notice”Conversion/Continuation”) not later than (i) with respect to a conversion to or continuation of a LIBOR Rate Loan, at least three (3) Business Days prior tobefore the day on which a proposed effective date of such conversion or continuation and # with respect to a conversion to a Base Rate Loan, at least one (1) Business Day prior to the proposed effective date of such conversion. The Conversion or Continuation Notice shall specify # which Borrowings (including the principal amount thereof) are subject to such request, and, in the case of any LIBOR Rate Loan is to be converted or continued, the last day of the current Interest Period therefor,effective specifying # the proposed effective date of such conversion or continuation (which shallLoans to be a Business Day), # whether the Borrower is requesting a continuation of LIBOR Rate Loans or a conversion of Borrowings from one interest rate option to the other interest rate option, and # if a continuation of or conversion to LIBOR Rate Loans is requested, the requested Interest Period with respect thereto. In addition, the following provisions shall apply to any continuation of or conversion of any Borrowings:

Continuations and Conversions. The Borrowers shall have the option with respect to any Loan, on any Business Day, to continue existing Eurodollar Loans for a subsequent Interest Periods. In orderPeriod, to convert Base Rate Loans or LIBOR Loans into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate Loans or LIBOR Loans; provided, however, that # each such continuation or conversion must be requested by the Borrowers pursuant to a written Notice of Continuation/Conversion, in the form of [Exhibit 2.1](f), in compliance with the terms set forth below, # except as provided in [Section 3.11], Eurodollar Loans may only be continued or converted on the last day of the Interest Period applicable thereto, # Eurodollar Loans may not be continued nor may Base Rate Loans or LIBOR Loans be converted into Eurodollar Loans during the existence and continuation of a Default or Event of Default and # any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall result in a conversion of such Eurodollar Loan to a LIBOR Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrowers no later than (A) one Business Day prior to the date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or a LIBOR Rate Loan or continue a LIBOR Rate Loan, the Borrower shall deliver to the Administrative Agent a duly completed, written request therefor substantially in the form of [Exhibit G] (each, a “Conversion or Continuation Notice”) not later than (i) with respect to a conversion to or continuation of a LIBOR Rate Loan, at least# three (3) Business Days prior to the proposed effective date for a requested continuation of sucha Eurodollar Loan or conversion or continuation and # with respect to a conversion toof a Base Rate Loan or a LIBOR Loan to a Eurodollar Loan, at least one (1) Business Day priorin each case pursuant to a written Notice of Continuation/Conversion submitted to the proposed effective date of such conversion. The Conversion or Continuation NoticeAdministrative Agent (which shall specify # which Borrowings (including the principal amount thereof) are subject to such request, and, in the case of any LIBOR Rate Loan to be converted or continued, the last daypromptly notify each of the current Interest Period therefor, # the proposed effective date of such conversion or continuation (whichLenders) which shall be a Business Day),set forth # whether the Borrower is requesting a continuation of LIBOR RateBorrowers wish to continue or convert such Loans or a conversion of Borrowings from one interest rate option to the other interest rate option, and # if the request is to continue a continuation ofEurodollar Loan or conversionconvert a Loan to LIBOR Rate Loans is requested,a Eurodollar Loan, the requested Interest Period with respectapplicable thereto. In addition, the following provisions shall apply to any continuation of or conversion of any Borrowings:

Interest Periods. In order to convertAt the time the Borrower gives a Base Rate LoanNotice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of LIBOR Rate Loan or continue a LIBOR Rate Loan,Loans in accordance with [Section 2.6(a)], the Borrower shall deliver togive the Administrative Agent a duly completed, written request therefor substantiallynotice (or telephonic notice promptly confirmed in writing) of the form of [Exhibit G] (each, a “Conversion or Continuation Notice”) not later than (i) with respect to a conversion to or continuation of a LIBOR Rate Loan, at least three (3) Business Days prior to the proposed effective date of such conversion or continuation and # with respect to a conversion to a Base Rate Loan, at least one (1) Business Day prior to the proposed effective date of such conversion. The Conversion or Continuation Notice shall specify # which Borrowings (including the principal amount thereof) are subjectInterest Period applicable to such request, and, inBorrowing, which Interest Period shall, at the case of any LIBOR Rate Loan to be converted or continued, the last dayoption of the current Interest Period therefor, # the proposed effective date of such conversion or continuation (which shallBorrower be a Business Day), # whetherone, two, three or six-month period or (if available to all the Borrower is requesting a continuation ofLenders making such LIBOR Rate Loans or a conversion of Borrowings fromas determined by such Lenders in good faith based on prevailing market conditions) any period shorter than one interest rate option tomonth requested by the other interest rate option, and # if a continuation of or conversion to LIBOR Rate Loans is requested, the requested Interest Period with respect thereto. In addition, the following provisions shall apply to any continuation of or conversion of any Borrowings:Borrower.

Interest Periods. In orderBorrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert aany portion of the Base Rate Loans to, or to continue any LIBOR Loan or LIBOR Rate Loan or continueat the end of its Interest Period as, a LIBOR Rate Loan,Loan. During any Default or Event of Default, Agent may (and shall at the Borrower shall deliver to the Administrative Agent a duly completed, written request therefor substantially in the formdirection of [Exhibit G] (each, a “ConversionRequired Lenders) declare that no Loan may be made, converted or Continuation Notice”) not later than (i) with respect to a conversion to or continuation ofcontinued as a LIBOR Rate Loan, at least three (3) Business Days prior to the proposed effective date of such conversion or continuation and # with respect to a conversion to a Base Rate Loan, at least one (1) Business Day prior to the proposed effective date of such conversion. The Conversion or Continuation Notice shall specify # which Borrowings (including the principal amount thereof) are subject to such request, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the current Interest Period therefor, # the proposed effective date of such conversion or continuation (which shall be a Business Day), # whether the Borrower is requesting a continuation of LIBOR Rate Loans or a conversion of Borrowings from one interest rate option to the other interest rate option, and # if a continuation of or conversion to LIBOR Rate Loans is requested, the requested Interest Period with respect thereto. In addition, the following provisions shall apply to any continuation of or conversion of any Borrowings:Loan.

Interest Periods. In order(1) Each Borrowing, each conversion of Loans from one Type to convert a Basethe other, and each continuation of Eurodollar Rate Loan or LIBOR Rate Loan or continue a LIBOR Rate Loan,Loans shall be made upon irrevocable notice from the Borrower shall deliver(on its own behalf or on behalf of the applicable Co-Borrower) to the Administrative Agent, which may be given by # telephone, or # a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a duly completed, written request therefor substantially inLoan Notice. The Loan Notice must be received by the form of [Exhibit G] (each, a “Conversion or Continuation Notice”)Administrative Agent # not later than (i) with respect to a conversion to or continuation of a LIBOR Rate Loan, at least, Eastern time, three (3) Business Days prior to the proposed effectiverequested date of sucha Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and # with respecton the requested date of a Borrowing of Base Rate Loans or LIBOR Daily Floating Rate Loans, provided, that, for a request of a LIBOR Daily Floating Rate Loan, such Loan Notice must be received by the Administrative Agent not later than , Eastern time, otherwise, such Loan Notice shall be deemed to be a request for a LIBOR Daily Floating Rate Loan on the next Business Day. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of or a whole multiple of in excess thereof. Each Borrowing of or conversion to Base Rate Loan, at least one (1) Business Day prior to the proposed effective dateLoans shall be in a principal amount of such conversion. The Conversion or Continuationa whole multiple of in excess thereof. Each Loan Notice (whether telephonic or written) shall specify # which Borrowings (includingwhether the principal amount thereof) are subjectBorrower or a Co-Borrower is requesting a Borrowing, a conversion of Loans from one Type to such request, and, inthe other, or a continuation of Eurodollar Rate Loans, # the requested date of the applicable Borrowing, conversion or continuation, as the case of any LIBOR Rate Loan tomay be converted or continued, the last day of the current Interest Period therefor, # the proposed effective date of such conversion or continuation (which shall be a Business Day), # whether the Borrower is requesting a continuationprincipal amount of LIBOR Rate Loans to be borrowed, converted or a conversioncontinued, # the Type of Borrowings from one interest rate optionLoans to the other interest rate option,be borrowed or to which existing Loans are to be converted, and # if a continuationapplicable, the duration of or conversion to LIBOR Rate Loans is requested, the requested Interest Period with respect thereto. In addition,If the following provisionsBorrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall applybe made as, or converted to, Eurodollar Rate Loans with an Interest Period of one (1) month. Any such automatic conversion to anyEurodollar Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of or conversionEurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of any Borrowings:one (1) month.

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