Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 4 contracts
Samples: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBOR Rate Advances. Each Alternate Base LIBOR Rate Advance shall continue as an Alternate Base a LIBOR Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Rate Advance shall be automatically converted into an Alternate Base as a LIBOR Rate Advance, but with an Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Rate Advance either continue as a Term SOFR LIBOR Rate Advance for the same or another Interest PeriodPeriod or be converted to an Advance of another Type. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Notwithstanding the end provision for automatic conversion in the foregoing sentence, if the effective date of any such automatic conversion is less than one month prior to the then applicable Interest Period thereforthen-current Facility Termination Date, at which time such Eurocurrency LIBOR Rate Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Advance of any Type into any other Type or Types of Advances; provided that, if any conversion of any LIBOR Rate Advance into a Term SOFR Advance. Subject shall be made on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to pay the payment of any funding indemnification amounts required by amounts, if any, payable pursuant to Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each (x) conversion of an Alternate Base Advance to a LIBOR Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Rate Advance not later than 11:00 a.m. (New York Cleveland time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance), at least three (3) Business Days) , in the case of a conversion into or continuation of a LIBOR Rate Advance, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 4 contracts
Samples: Credit Agreement (InvenTrust Properties Corp.), Credit Agreement (InvenTrust Properties Corp.), Credit Agreement (Inland Real Estate Income Trust, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances of a Class shall continue as an Alternate Base Floating Rate Advance Advances of such Class unless and until such Alternate Base Floating Rate Advances are converted into LIBOR Rate Advances of the same Class. Each LIBOR Rate Advance is converted into of a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance Class shall continue as a XXXXX LIBOR Rate Advance unless and until of such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance Class until the end of the then applicable Interest Period therefortherefore, at which time such Term SOFR LIBOR Rate Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance of the same Class unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Interest Period, such Term SOFR LIBOR Rate Advance either continue as a Term SOFR LIBOR Rate Advance of the same Class for the same or another Interest Period. Each Eurocurrency Period or be converted to an Advance shall continue as a Eurocurrency Advance until the end of another Type but of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest PeriodClass. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance of a Class into an Alternate Base a LIBOR Rate AdvanceAdvance of the same Class and vice versa; provided that any conversion of any LIBOR Rate Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Advance to a LIBOR Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Rate Advance not later than 11:00 10:00 a.m. (New York Cleveland, Ohio time) ), at least three (3) RFR Business Days (or Days, in the case of a Eurocurrency conversion into or continuation of a LIBOR Rate Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 4 contracts
Samples: Credit Agreement (Kite Realty Group, L.P.), Credit Agreement (Retail Properties of America, Inc.), Assignment Agreement (Retail Properties of America, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances (other than Swing Line Loans) shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 or is are repaid in accordance with Section 2.1, 2.2(c) or 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance (other than Eurocurrency Advances in Foreign Currencies) shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.1, 2.2(c) or 2.7 or (b) the applicable Borrower Borrower, or the Company on its behalf, shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.9, Eurocurrency Advances in a Foreign Currency shall automatically continue as Eurocurrency Advances in the same Foreign Currency with an Interest Period of one (1) month. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all Borrower, or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4Company on its behalf, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance (other than a Swing Line Loan) into an Alternate Base Rate a Eurocurrency Advance. The applicable Borrower Borrower, or the Company on its behalf, shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each by (x) e-mail, telephone or telecopy, if with respect to an Advance denominated in Dollars and (y) telecopy, if with respect to an Advance denominated in a Foreign Currency, of each conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least (x) three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation of an Advance in Dollars and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on four Business Days prior to the date of the requested conversioncontinuation of a Eurocurrency Advance in a Foreign Currency or to a Foreign Subsidiary Borrower, in each case specifying:
Appears in 3 contracts
Samples: Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances (other than Swing Line Loans) shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 or is are repaid in accordance with Section 2.1, 2.2(c) or 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance (other than Eurocurrency Advances in Agreed Currencies other than Dollars) shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.1, 2.2(c) or 2.7 or (b) the applicable Borrower Borrower, or the Company on its behalf, shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.9, Eurocurrency Advances in an Agreed Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Interest Period of one (1) month. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all Borrower, or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4Company on its behalf, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance (other than a Swing Line Loan) into an Alternate Base Rate a Eurocurrency Advance. The applicable Borrower Borrower, or the Company on its behalf, shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each by (x) e-mail, telephone or telecopy, if with respect to an Advance denominated in Dollars and (y) telecopy, if with respect to an Advance denominated in euros or Pounds Sterling, of each conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least (x) three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation of an Advance in Dollars and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on four Business Days prior to the date of the requested conversioncontinuation of a Eurocurrency Advance in an Agreed Currency other than Dollars, in each case specifying:
Appears in 3 contracts
Samples: Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Advances pursuant to this Section 2.9 Section 2.09 or is are repaid in accordance with Section 2.7Section 2.07. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into continued as a SOFR Advance with an Alternate Base Rate AdvanceInterest Period of one month, unless (ax) such Term SOFR Advance is or was repaid in accordance with Section 2.7 Section 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance convert to a Base Rate Advance or continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6Section 2.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject For the avoidance of doubt, no Advance may be converted into or continued as an Advance denominated in a different currency. Notwithstanding anything to the payment of contrary contained in this Section 2.09, when any funding indemnification amounts required by Section 3.4, the applicable Borrower Default has occurred and is continuing (I) no Base Rate Advance may elect from time to time to convert all or any part of be converted into a Term SOFR Advance into (except with the consent of the Required Lenders) and (II) no SOFR Advance shall be continued other than as a SOFR Loan with an Alternate Base Rate AdvanceInterest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate a Base Rate Advance into a Term SOFR Advance, conversion of a SOFR Advance into a Base Rate Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Credit Agreement (GXO Logistics, Inc.), Term Loan Credit Agreement (GXO Logistics, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.10 or is are repaid in accordance with Section 2.72.8. Each XXXXX Eurocurrency Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time (i) each such Term SOFR Eurocurrency Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.8 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurocurrency Advance continue as a Term SOFR Eurocurrency Advance for the same or another Interest Period. Each Period or be converted into a Floating Rate Advance; and (ii) each such Eurocurrency Advance denominated in a Foreign Currency shall automatically continue as a Eurocurrency Advance until in the end of the then applicable same Agreed Currency with an Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, one month unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.8, or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower Borrowers may elect from time to time to convert all or any part of an Alternate Base Rate Advance of any Type into a Term SOFR Advanceany other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. Subject Notwithstanding anything to the payment contrary contained in this Section 2.10, no Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) when any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all Default or any part of a Term SOFR Advance into an Alternate Base Rate AdvanceUnmatured Default is continuing. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three one (31) RFR Business Days (or Day, in the case of a Eurocurrency conversion into a Floating Rate Advance, at least three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in Dollars, or four (4) Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in a Foreign Currency, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Zep Inc.), Revolving Credit Agreement (Acuity Brands Inc)
Conversion and Continuation of Outstanding Advances. Each Alternate Base No Conversion or Continuation of Eurodollar Advances After Default. Floating Rate Advance Advances (other than Swing Line Advances) shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurodollar Advances pursuant to this Section 2.9 or is are repaid in accordance with Section 2.7. Each XXXXX Eurodollar Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Eurodollar Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR Eurodollar Advance is or was repaid in accordance with Section 2.7 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurodollar Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance of any Type (other than a Swing Line Advance) into a Term SOFR Advanceany other Type or Types of Advances; provided that any conversion of any Eurodollar Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. Subject Notwithstanding anything to the payment contrary contained in this Section 2.9, during the continuance of any funding indemnification amounts required by Section 3.4a Default or an Unmatured Default, the applicable Borrower Administrative Agent may elect from time (or shall at the direction of the Required Lenders), by notice to time to convert all the Borrower, declare that no Advance may be made, converted or any part of continued as a Term SOFR Advance into an Alternate Base Rate Eurodollar Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Eurodollar Advance not later than 11:00 10:00 a.m. (New York Louisville, Kentucky time) at least three one (31) RFR Business Days (or Day, in the case of a Eurocurrency conversion into a Floating Rate Advance, at least or three (3) Business Days) , in the case of a conversion into or continuation of a Eurodollar Advance, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Credit Agreement (Res Care Inc /Ky/), Credit Agreement (Res Care Inc /Ky/)
Conversion and Continuation of Outstanding Advances. (a) Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Fixed Rate Advances pursuant to this Section 2.7 or are repaid in accordance with this Agreement. Each Alternate Base Fixed Rate Advance shall continue as an Alternate Base a Fixed Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Fixed Rate Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, other than any UK Fixed Rate Advance, unless (a) such Term SOFR Fixed Rate Advance is or was repaid in accordance with Section 2.7 this Agreement or (b) the applicable Domestic Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Fixed Rate Advance continue continues as a Term SOFR Fixed Rate Advance for the same or another Interest Period. Each Eurocurrency UK Fixed Rate Advance shall continue as a Eurocurrency Advance until at the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall unless repaid, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue continued as a Eurocurrency UK Fixed Rate Advance for with an Interest Period with the same or another Interest Periodleast number of days possible. Subject to the terms of Section 2.62.4, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Domestic Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base a Fixed Rate Advance. The applicable Domestic Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit B (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Fixed Rate Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Fixed Rate Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation continuation, specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation, (ii) the aggregate amount and Type of the Advance which is to be converted or continued, (iii) the amount of such Advance which is to be converted into or continued as a Fixed Rate Advance (provided that the amounts set forth in Section 2.4 shall be complied with), and (yiv) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date duration of the requested conversionInterest Period applicable thereto. In each Conversion/Continuation Notice, in each case specifying:the Domestic Borrower shall designate whether any Advance is a Fixed Asset Advance.
Appears in 2 contracts
Samples: Credit Agreement (Park Ohio Industries Inc/Oh), Credit Agreement (Park Ohio Holdings Corp)
Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBOR Rate Advances. Each Alternate Base LIBOR Rate Advance shall continue as an Alternate Base a LIBOR Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Rate Advance shall be automatically converted into an Alternate Base as a LIBOR Rate Advance, but with an Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Rate Advance either continue as a Term SOFR LIBOR Rate Advance for the same or another Interest PeriodPeriod or be converted to an Advance of another Type. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Notwithstanding the end provision for automatic conversion in the foregoing sentence, if the effective date of any such automatic conversion is less than one month prior to the then applicable Interest Period thereforthen-current Facility Termination Date, at which time such Eurocurrency LIBOR Rate Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Advance of any Type into any other Type or Types of Advances; provided that, if any conversion of any LIBOR Rate Advance into a Term SOFR Advance. Subject shall be made on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to pay the payment of any funding indemnification amounts required by amounts, if any, payable pursuant to Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each (x) conversion of an Alternate Base Advance to a LIBOR Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Rate Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance), at least three (3) Business Days) , in the case of a conversion into or continuation of a LIBOR Rate Advance, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Assignment Agreement (InvenTrust Properties Corp.), Assignment Agreement (InvenTrust Properties Corp.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Aon PLC), Term Loan Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period2.07. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into a Floating Rate Advance (provided, that in the case of a Eurocurrency Advance denominated in a Foreign Currency, such Eurocurrency Advance shall be continued as Eurocurrency Advance in its original currency with an Alternate Base Rate AdvanceInterest Period of one month), unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.42.06, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into a Eurocurrency Advance. No Advance may be converted into or continued as an Alternate Base Rate AdvanceAdvance denominated in a different currency, but instead must be prepaid in the original currency of such Advance and reborrowed in the other currency. Notwithstanding anything to the contrary contained in this Section 2.09, no Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) when any Default has occurred and is continuing (provided, that in the case of a Eurocurrency Advance denominated in a Foreign Currency, when any Default has occurred and is continuing such Eurocurrency Advance shall be continued as Eurocurrency Advance in its original currency with an Interest Period of one month). The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit G (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.), Revolving Credit Agreement (Walgreen Co)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance unless and until such Alternate Base Rate Advance is converted into a Eurocurrency Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance, if denominated in Dollars shall be automatically converted into an Alternate Base Rate Advance or, if denominated in Euro shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:Borrower
Appears in 2 contracts
Samples: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Eurodollar Advance pursuant to this Section 2.9 2.09 or is repaid in accordance with Section 2.72.02 or Section 2.07. Each XXXXX Eurodollar Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Eurodollar Advance shall be automatically converted into an Alternate Base Rate Advance, Advance unless (a) such Term SOFR Eurodollar Advance is or was repaid in accordance with Section 2.7 2.02 or Section 2.07 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurodollar Advance continue continues as a Term SOFR Eurodollar Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Period (or, if no Interest Period therefor, at which time is specified in such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice Notice, continuation shall be for a one (as defined below1) requesting that, at the end of such month Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period). Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Eurodollar Advance. Subject to the payment of any funding indemnification amounts required by Section 3.43.04, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Eurodollar Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurodollar Advance or the continuation of a Term SOFR Eurodollar Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Eurodollar Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Eurodollar Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. 11:00 a.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Term Credit Agreement (Aon Corp), Term Credit Agreement (Aon Corp)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7Eurodollar Committed Advances. Each XXXXX Eurodollar Committed Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Committed Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Eurodollar Committed Advance shall be automatically converted into an Alternate Base Rate Advance, Advance unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurodollar Committed Advance either continue as a Term SOFR Eurodollar Committed Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall or be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.8, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance of a given Type into a Term SOFR Advance. Subject to the payment another Type of Advance provided that any conversion of any funding indemnification amounts required by Section 3.4Eurodollar Committed Advance shall be made on, and only on, the last day of the Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Eurodollar Committed Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York Chicago time) on the date of the requested conversion, in the case of a conversion into an Alternate Base Rate Advance, or not later than 11:00 a.m. (Chicago time) three Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurodollar Committed Advance or Eurodollar Bid Rate Advance, in each case specifying:
Appears in 2 contracts
Samples: Assignment Agreement (Dynegy Inc), Credit Agreement (Dynegy Inc)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances of a Class shall continue as an Alternate Base Floating Rate Advance Advances of such Class unless and until such Alternate Base Floating Rate Advances are converted into LIBOR Rate Advances of the same Class. Each LIBOR Rate Advance is converted into of a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance Class shall continue as a XXXXX LIBOR Rate Advance unless and until of such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance Class until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Rate Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance of the same Class unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Interest Period, such Term SOFR LIBOR Rate Advance either continue as a Term SOFR LIBOR Rate Advance of the same Class for the same or another Interest Period. Each Eurocurrency Period or be converted to an Advance shall continue as a Eurocurrency Advance until the end of another Type but of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest PeriodClass. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance of a Class into an Alternate Base a LIBOR Rate AdvanceAdvance of the same Class and vice versa; provided that any conversion of any LIBOR Rate Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Advance to a LIBOR Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Rate Advance not later than 11:00 10:00 a.m. (New York Cleveland, Ohio time) ), at least three (3) RFR Business Days (or Days, in the case of a Eurocurrency conversion into or continuation of a LIBOR Rate Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Credit Agreement (RPT Realty), Assignment Agreement (Ramco Gershenson Properties Trust)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period2.07. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base Rate Advance, unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance. Subject Notwithstanding anything to the payment contrary contained in this Section 2.09, no Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) when any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate AdvanceDefault has occurred and is continuing. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit G (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.), Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period2.07. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time (if denominated in Dollars) such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base Rate AdvanceAdvance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of (I) in the case of a Swingline Loan, one week or (II) in all other cases, one month, in each case, unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance. Subject to No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the payment original currency of any funding indemnification amounts required by Section 3.4, such Advance and reborrowed in the applicable Borrower other currency. No Advance made in a Foreign Currency may elect from time to time to convert all or any part of a Term SOFR Advance be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance or a XXXXX Advance, as applicable, and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders), (II) no Eurocurrency Advance (other than a Swingline Loan) denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period of one month and (III) each Swingline Loan shall be continued as a Eurocurrency Loan in its original currency with an Interest Period of one week or such other period agreed to by the applicable Swingline Lender and the Borrower. The applicable Borrower shall give the Administrative Agent irrevocable (and, with respect to a Swingline Borrowing, the applicable Swingline Lender) notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York Pacific time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Salesforce, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate ---------------------------------------------------- Base Rate Advances shall continue as Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7Eurodollar Advances. Each XXXXX Eurodollar Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Advance until the end of the then applicable Eurodollar Interest Period therefor, at which time such Term SOFR Eurodollar Advance shall be automatically converted into an Alternate Base Rate Advance, Advance unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurodollar Interest Period, such Term SOFR Eurodollar Advance continue as a Term SOFR Eurodollar Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Eurodollar Interest Period. Subject to the terms of Section 2.62.5, the applicable Borrower ----------- may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4Type into any other Type or Types of Advances; provided that any conversion of any -------- Eurodollar Advance shall be made on, and only on, the last day of the Eurodollar Interest Period applicable thereto. The Borrower may elect from time to time to convert all shall give the Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an Advance or any part continuation of a Term SOFR Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance , or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or Days, in the case of a Eurocurrency conversion into or continuation of a Eurodollar Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation continuation, specifying: (a) the requested date, which shall be a Business Day, of such conversion or continuation; (b) the aggregate amount and Type of Advance which is to be converted or continued; and (yc) conversion the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a Term SOFR Advance conversion into or continuation of an Alternate Base Rate Eurodollar Advance, not later than 12:00 p.m. (New York time) on the date duration of the requested conversion, in each case specifying:Eurodollar Interest Period applicable thereto.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. (a) Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Fixed Rate Advances pursuant to this Section 2.7 or are repaid in accordance with this Agreement. Each Alternate Base Fixed Rate Advance shall continue as an Alternate Base a Fixed Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Fixed Rate Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, other than any UK Fixed Rate Advance, unless (a) such Term SOFR Fixed Rate Advance is or was repaid in accordance with Section 2.7 this Agreement or (b) the applicable Domestic Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Fixed Rate Advance continue continues as a Term SOFR Fixed Rate Advance for the same or another Interest Period. Each Eurocurrency UK Fixed Rate Advance shall continue as a Eurocurrency Advance until at the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall unless repaid, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue continued as a Eurocurrency UK Fixed Rate Advance for with an Interest Period with the same or another Interest Periodleast number of days possible. Subject to the terms of Section 2.62.4, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Domestic Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base a Fixed Rate Advance. The applicable Domestic Borrower shall give the Administrative Agent irrevocable notice in the form of EXHIBIT B (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Fixed Rate Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Fixed Rate Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation continuation, specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation, (ii) the aggregate amount and Type of the Advance which is to be converted or continued, (iii) the amount of such Advance which is to be converted into or continued as a Fixed Rate Advance (provided that the amounts set forth in Section 2.4 shall be complied with), and (yiv) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date duration of the requested conversionInterest Period applicable thereto. In each Conversion/Continuance Notice, in each case specifying:the Domestic Borrower shall designate whether any Advance is a Fixed Asset Advance or a Capex Advance.
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance LIBOR Advances pursuant to this Section 2.9 or is are repaid in accordance with Section 2.7. Each XXXXX LIBOR Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR LIBOR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR LIBOR Advance is or was repaid in accordance with Section 2.7 or 2.7, (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Advance continue as a Term SOFR LIBOR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Period or (z) upon the end occurrence and during the continuance of any Default, each LIBOR Advance, may, at the Required Lender’s direction, on the last day of the then applicable existing Interest Period therefor, at which time such Eurocurrency convert into a Floating Rate Advance and the obligations of the Lenders to make, or to convert Floating Rate Advances into LIBOR Advances shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Periodsuspended. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base Rate a LIBOR Advance. Notwithstanding anything to the contrary SIDLEY XXXXXX XXXXX & XXXX LLP contained in this Section 2.9, no Advance may be converted or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Default or Unmatured Default has occurred and in continuing. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR LIBOR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Advance not later than 11:00 a.m. 12:00 noon (New York Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period2.07. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time (if denominated in Dollars) such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base Rate AdvanceAdvance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of one month, in each case, unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance. Subject to No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the payment original currency of any funding indemnification amounts required by Section 3.4, such Advance and reborrowed in the applicable Borrower other currency. No Advance made in a Foreign Currency may elect from time to time to convert all or any part of a Term SOFR Advance be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York Pacific time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest PeriodEurocurrency Advances. Each Eurocurrency Advance shall continue as a Eurocurrency Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time such Eurocurrency Advance (other than Eurocurrency Advances in Agreed Currencies other than Dollars) shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) which, in the case of a Non-U.S. Subsidiary Borrower, may be delivered by the Borrower on its behalf), in accordance with the terms of this Section 2.10 requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an Agreed Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.62.8, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance the Term Loans or the Revolving Loans from any Type into a Term SOFR Advance. Subject to the payment any other Type of Loan or Types of Loans; provided that any conversion of any funding indemnification amounts required by Section 3.4Eurocurrency Advance shall be made on, and only on, the last day of the Eurocurrency Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) or, in the case of a Non-U.S. Subsidiary Borrower, the Borrower may give the Agent a Conversion/Continuation Notice on its behalf, of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least (a) three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation of a Eurocurrency Advance in Dollars and (yb) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on four Business Days prior to the date of the requested conversionconversion or continuation of a Eurocurrency Advance in an Agreed Currency other than Dollars, specifying in each case specifyingcase:
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Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBORSOFR Rate Advances. Each Alternate Base LIBORSOFR Rate Advance shall continue as an Alternate Base a LIBORSOFR Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBORSOFR Rate Advance shall be automatically converted into an Alternate Base as a LIBORSOFR Rate Advance, but with an Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Interest Period, such Term SOFR LIBORSOFR Rate Advance either continue as a Term SOFR LIBORSOFR Rate Advance for the same or another Interest PeriodPeriod or be converted to an Advance of another Type. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Notwithstanding the end provision for automatic conversion in the foregoing sentence, if the effective date of any such automatic conversion is less than one month prior to the then applicable Interest Period thereforthen-current Facility Termination Date, at which time such Eurocurrency LIBORSOFR Rate Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Advance of any Type into any other Type or Types of Advances; provided that, if any conversion of any LIBORSOFR Rate Advance into a Term SOFR Advance. Subject shall be made on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to pay the payment of any funding indemnification amounts required by amounts, if any, payable pursuant to Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each (x) conversion of an Alternate Base Advance to a LIBORSOFR Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBORSOFR Rate Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance), at least three (3) Business Days) , in the case of a conversion into or continuation of a LIBORSOFR Rate Advance, prior to the date of the requested conversion or continuation continuation, specifying: (i) the requested date which shall be a Business Day, of such conversion or continuation; (ii) the aggregate amount, Tranche and Type of the Advance which is to be converted or continued; and - 42 - US_Active\121347781\V-16 (yiii) conversion the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a Term SOFR Advance conversion into an Alternate Base or continuation of a LIBORSOFR Rate Advance, not later than 12:00 p.m. (New York time) on the date duration of the requested conversion, in each case specifying:Interest Period applicable thereto. 2.10.
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Samples: Term Loan Credit Agreement (InvenTrust Properties Corp.)
Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBORSOFR Rate Advances. Each Alternate Base LIBORSOFR Rate Advance shall continue as an Alternate Base a LIBORSOFR Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBORSOFR Rate Advance shall be automatically converted into an Alternate Base as a LIBORSOFR Rate Advance, but with an Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Interest Period, such Term SOFR LIBORSOFR Rate Advance either continue as a Term SOFR LIBORSOFR Rate Advance for the same or another Interest PeriodPeriod or be converted to an Advance of another Type. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Notwithstanding the end provision for automatic conversion in the foregoing sentence, if the effective date of any such automatic conversion is less than one month prior to the then applicable Interest Period thereforthen-current Facility Termination Date, at which time such Eurocurrency LIBORSOFR Rate Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Advance of any Type into any other Type or Types of Advances; provided that, if any conversion of any LIBORSOFR Rate Advance into a Term SOFR Advance. Subject shall be made on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to pay the payment of any funding indemnification amounts required by amounts, if any, payable pursuant to Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each (x) conversion of an Alternate Base Advance to a LIBORSOFR Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBORSOFR Rate Advance not later than 11:00 a.m. (New York Cleveland time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance), at least three (3) Business Days) , in the case of a conversion into or continuation of a LIBORSOFR Rate Advance, prior to the date of the requested conversion or continuation continuation, specifying: (i) the requested date which shall be a Business Day, of such conversion or continuation; (ii) the aggregate amount and Type of the Advance which is to be converted or continued; and (yiii) conversion the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a Term conversion into or continuation of a LIBORTerm SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) the duration of the Interest Period applicable thereto. 2.10. Changes in Interest Rate, Etc . - 45 - US_ACTIVEActive\121281000\V-110 Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a LIBORSOFR Rate Advance into a Floating Rate Advance pursuant to Section 2.9 to but excluding the date it becomes due or is converted into a LIBORSOFR Rate Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such day. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each LIBORSOFR Rate Advance shall bear interest from and including the first day of the requested conversion, in each case specifying:Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBORSOFR Rate Advance. 2.11.
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate ABR Advance shall continue as an Alternate Base Rate ABR Advance unless and until such Alternate Base Rate ABR Advance is converted into a Term SOFR Advance pursuant to or Daily Simple SOFR Advance in accordance with this Section 2.9 2.2.4 or is repaid prepaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.72.6. Each Term SOFR Advance shall continue as a Term SOFR Advance of such Type until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into continued as a Term SOFR Advance with an Alternate Base Rate Advance, Interest Period of one month unless (a) such Term SOFR Advance is or was repaid shall have been either (a) prepaid in accordance with Section 2.7 or 2.6, (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue continued as a Term SOFR Advance for the same or another Interest PeriodPeriod in accordance with this Section 2.2.4 or (c) converted into an ABR Advance or Daily Simple SOFR Advance in accordance with this Section 2.2.4. Each Eurocurrency Daily Simple SOFR Advance shall continue as a Eurocurrency Daily Simple SOFR Advance unless and until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Daily Simple SOFR Advance shall be exchanged for an Equivalent amount of Dollars and is converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency a Term SOFR Advance or ABR Advance in accordance with this Section 2.2.4 or is or was repaid prepaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period2.6. Subject to the terms of Section 2.62.5, the applicable Borrower may elect from time to time to convert and/or continue the Rate Option applicable to all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment another Rate Option; provided that any conversion or continuation of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advanceshall be made on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially the form of Exhibit G hereto (a “Conversion/Continuation Rate Option Notice”) of each (x) conversion of an Alternate Base Rate ABR Advance into a Term SOFR Advance or the Daily Simple SOFR Advance, or continuation of a Term SOFR Advance as or the conversion of a new Term SOFR Advance into an ABR Advance or a Eurocurrency Advance as a new Eurocurrency Advance Daily Simple SOFR Advance, not later than (x) 1:00 p.m. (New York time) on the Business Day of the conversion of a Term SOFR Advance into an ABR Advance, (y) 11:00 a.m. (New York time) at least three (3) RFR two U.S. Government Securities Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of an Advance into or as a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. or (z) 11:00 a.m. (New York time) on at least one U.S. Government Securities Business Day prior to the date of the requested conversionconversion or continuation of an Advance into or as a Daily Simple SOFR Advance, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating --------------------------------------------------- Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest PeriodEurocurrency Advances. Each Eurocurrency Advance shall continue as a Eurocurrency Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time such Eurocurrency Advance (other than Eurocurrency Advances in Agreed Currencies other than Dollars) shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) in accordance with the terms of this Section ------- 2.9 requesting that, at the end of such Eurocurrency Interest Period, such --- Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.9, Eurocurrency Advances in an Agreed Currency other than Dollars ----------- shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert ----------- all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4Type into any other Type or Types of Advances; provided that any conversion of any Eurocurrency Advance shall be made on, and only on, the last day of the Eurocurrency Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR four Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Advances pursuant to this Section 2.9 Section 2.09 or is are repaid in accordance with Section 2.7Section 2.07. Each XXXXX Advance Alternative Currency Daily Rate Advances shall continue as a XXXXX Advance Alternative Currency Daily Rate Advances unless and until such XXXXX Advance is Alternative Currency Daily Rate Advances are repaid in accordance with Section 2.7Section 2.07. Each Term SOFR Advance shall automatically continue as a Term SOFR Advance until the end of the then applicable with an Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advanceof one month,, unless (ax) such Term SOFR Advance is or was repaid in accordance with Section 2.7 Section 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance convert to a Base Rate Advance or continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Alternative Currency Term Rate Advance shall continue as a Eurocurrency an Alternative Currency Term Rate Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Alternative Currency Term Rate Advance shall be exchanged for automatically continued as an Equivalent amount of Dollars and converted into an Alternate Base Alternative Currency Term Rate AdvanceAdvance in its original currency with the same Interest Period, unless (ax) such Eurocurrency Alternative Currency Term Rate Advance is or was repaid in accordance with Section 2.7 Section 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Alternative Currency Term Rate Advance continue as a Eurocurrency convert to an Alternative Currency Term Rate Advance for the same or another Interest Period. Subject to the terms of Section 2.6Section 2.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the payment original currency of any funding indemnification amounts required by Section 3.4, such Advance and reborrowed in the applicable Borrower other currency. No Advance made in an Alternative Currency may elect from time to time to convert all or any part of a Term SOFR Advance be converted into an Alternate Base Rate Advance, but instead must be prepaid as an Alternate Currency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Term SOFR Advance (except with the consent of the Required Lenders) and (II) no Alternative Currency Term Rate Advance shall be continued other than as an Alternative Currency Term Rate Advance in its original currency with the same Interest Period (except with the consent of the Required Lenders). The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation Advance, conversion of a Term SOFR Advance as a new into an Alternate Base Rate Advance or continuation of an Alternative Currency Term Rate Advance or Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3x) RFR Business Days (or in the case of a Eurocurrency AdvanceAlternative Currency Term Rate Advances, at least three (3) Business DaysDays prior to, and (y) in the case of Term SOFR Advances, two (2) Business Days prior to, to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance EurocurrencySOFR Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.72.07. Each XXXXX (a) Eurocurrency Advance shall continue as a XXXXX Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time (if denominated in Dollars) such Eurocurrency Advance shall be automatically converted into an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of (I) in the case of a Swingline Loan, one week or (II) in all other cases, one month, in each case, unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term (b) SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into continued as a SOFR Advance with an Alternate Base Rate AdvanceInterest Period of one month, unless unless, in the case of the foregoing clauses (a) and (b), (x) such Term Eurocurrency Advance or SOFR Advance Advance, as applicable, is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR convert to an Alternate Base Rate Advance for the same or another Interest Period. Each such Eurocurrency Advance shall or SOFR Advance, as applicable, continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate or SOFR Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting thatapplicable, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR EurocurrencySOFR Advance. Subject to No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the payment original currency of any funding indemnification amounts required by Section 3.4, such Advance and reborrowed in the applicable Borrower other currency. No Advance made in a Foreign Currency may elect from time to time to convert all or any part of a Term SOFR Advance be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance or a XXXXX Advance, as applicable, and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders), (II) no Eurocurrency Advance (other than a Swingline Loan) denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period of one month and (III) each Swingline Loan shall be continued as a Eurocurrency Loan in its original currency with an Interest Period of one week or such other period agreed to by the applicable Swingline Lender and the Borrower. The applicable Borrower shall give the Administrative Agent irrevocable (and, with respect to a Swingline Borrowing, the applicable Swingline Lender) notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term EurocurrencySOFR Advance, conversion of SOFR Advance into an Alternate Base Rate Advance or the continuation of a Term SOFR Advance as a new Term SOFR Eurocurrency Advance or a Eurocurrency Advance as a new Eurocurrency SOFR Advance not later than 11:00 a.m. (New York Pacific time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Samples: Credit Agreement (Salesforce, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances of a Class shall continue as an Alternate Base Floating Rate Advance Advances of such Class unless and until such Alternate Base Floating Rate Advance is Advances are converted into a LIBOR RateDaily Simple SOFR Advances of the same Class or Term SOFR Advance pursuant to this Section 2.9 Advances of the same Class. Daily Simple SOFR Advances of a Class shall continue as Daily Simple SOFR Advances of such Class unless and until such Daily Simple SOFR Advances are converted into Floating Rate Advances of the same Class or is repaid in accordance with Section 2.7Term SOFR Advances of the same Class. Each XXXXX LIBOR RateTerm SOFR Advance of a Class shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term LIBOR RateTerm SOFR Advance shall continue as a Term SOFR Advance of such Class until the end of the then applicable Interest Period thereforthereforetherefor, at which time such Term LIBOR RateTerm SOFR Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance of the same Class unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Interest Period, such Term LIBOR RateTerm SOFR Advance either continue as a Term LIBOR RateTerm SOFR Advance of the same Class for the same or another Interest Period. Each Eurocurrency Period or be converted to an Advance shall continue as a Eurocurrency Advance until the end of another Type but of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest PeriodClass. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term Floating Ratean Advance of one Type of a Class into a LIBOR Ratean Advance of another Type of the same Class and vice versa; provided that any conversion of any LIBOR RateTerm SOFR Advance into an Alternate Base Rate Advanceshall be made on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (xeach(X) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advanceconversion of an Advance to a LIBOR RateTerm SOFR Advance or a continuation of a LIBOR RateTerm SOFR Advance not later than 10:00 a.m. (Cleveland, Ohio time), at least three (3) Business Days) , in the case of a conversion into or continuation of a LIBOR Rate Advance, prior to the date of the requested conversion or continuation and continuation, or (yY) conversion in the case of a Term conversion into or continuation of a Floating Rate Advance or a Daily Simple SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. 10:00 a.m. (New York Cleveland, Ohio time) on the date of the requested conversionconversion or continuation, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.72.07. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (ax) such Term SOFR Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the original currency of such Advance and reborrowed in the other currency. Notwithstanding anything to the payment of contrary contained in this Section 2.09, when any funding indemnification amounts required by Section 3.4, the applicable Borrower Default has occurred and is continuing no Dollar-denominated Advance may elect from time to time to convert all be converted or any part of continued as a Term SOFR Advance into an Alternate Base Rate Advance. (except with the consent of the Required Lenders) The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBO Rate Advances pursuant to this Section 2.9 (other than Swingline Loans, which at all times shall be maintained as Floating Rate Advances) or are repaid in accordance with Sections 2.2 or 2.7. Each Alternate Base LIBO Rate Advance shall continue as an Alternate Base a LIBO Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBO Rate Advance shall be automatically converted into continue as a LIBO Rate Advance for an Alternate Base Rate Advance, interest period of one month unless (ax) such Term SOFR LIBO Rate Advance is or was repaid in accordance with Section 2.7 Sections 2.2 or 2.7, (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR LIBO Rate Advance continue be converted to a Floating Rate Advance or continued as a Term SOFR LIBO Rate Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable an Interest Period thereforof more than one month or (z) a Default or Unmatured Monetary Default has occurred and continues, at in which time event such Eurocurrency LIBO Rate Advance shall shall, unless the Majority Lenders otherwise agree, be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base a LIBO Rate AdvanceAdvance (other than Swingline Loans, which at all times shall be maintained as Floating Rate Advances). The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR LIBO Rate Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBO Rate Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Advances pursuant to this Section 2.9 Section 2.09 or is are repaid in accordance with Section 2.7Sections 2.03 or 2.07. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into continued as a SOFR Advance with an Alternate Base Rate AdvanceInterest Period of one month, unless (ax) such Term SOFR Advance is or was repaid in accordance with Section 2.7 Sections 2.03 or 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance convert to a Base Rate Advance or continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6Section 2.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject Notwithstanding anything to the payment of contrary contained in this Section 2.09, when any funding indemnification amounts required by Section 3.4, the applicable Borrower Default has occurred and is continuing (I) no Base Rate Advance may elect from time to time to convert all or any part of be converted into a Term SOFR Advance into (except with the consent of the Required Lenders) and (II) no SOFR Advance shall be continued other than as a SOFR Loan with an Alternate Base Rate AdvanceInterest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate a Base Rate Advance into a Term SOFR Advance, conversion of a SOFR Advance into a Base Rate Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period2.07. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time (if denominated in Dollars) such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base Rate AdvanceAdvance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of (I) in the case of a Swingline Loan, one week or (II) in all other cases, one month, in each case, unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance. Subject to No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the payment original currency of any funding indemnification amounts required by Section 3.4, such Advance and reborrowed in the applicable Borrower other currency. No Advance made in a Foreign Currency may elect from time to time to convert all or any part of a Term SOFR Advance be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders), (II) no Eurocurrency Advance (other than a Swingline Loan) denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period of one month and (III) each Swingline Loan shall be continued as a Eurocurrency Loan in its original currency with an Interest Period of one week or such other period agreed to by the applicable Swingline Lender and the Borrower. The applicable Borrower shall give the Administrative Agent irrevocable (and, with respect to a Swingline Borrowing, the applicable Swingline Lender) notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York Pacific time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance LIBOR Advances pursuant to this Section 2.9 or is are repaid in accordance with Section 2.7. Each XXXXX LIBOR Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR LIBOR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR LIBOR Advance is or was repaid in accordance with Section 2.7 or 2.7, (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Advance continue as a Term SOFR LIBOR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Period or (z) upon the end occurrence and during the continuance of any Default, each LIBOR Advance, may, at the Required Lender’s direction, on the last day of the then applicable existing Interest Period therefor, at which time such Eurocurrency convert into a Floating Rate Advance and the obligations of the Lenders to make, or to convert Floating Rate Advances into LIBOR Advances shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Periodsuspended. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base Rate a LIBOR Advance. Notwithstanding anything to the contrary contained in this Section 2.9, no Advance may be converted or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Default or Unmatured Default has occurred and in continuing. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR LIBOR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Advance not later than 11:00 a.m. 12:00 noon (New York Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Eurocurrency Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance, if denominated in Dollars shall be automatically converted into an Alternate Base Rate Advance shall or, if denominated in Euro, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR AdvanceEurocurrency Advance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Eurocurrency Advance denominated in Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Eurocurrency Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period2.07. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base Rate AdvanceAdvance (provided, that in the case of a Eurocurrency Advance denominated in a Foreign Currency, such Eurocurrency Advance shall be continued as Eurocurrency Advance in its original currency with an Interest Period of one month), unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance. Subject No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be prepaid in the original currency of such Advance and reborrowed in the other currency. Notwithstanding anything to the payment contrary contained in this Section 2.09, no Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) when any funding indemnification amounts required by Section 3.4Default has occurred and is continuing (provided, that in the applicable Borrower may elect from time to time to convert all or any part case of a Term SOFR Eurocurrency Advance into denominated in a Foreign Currency, when any Default has occurred and is continuing such Eurocurrency Advance shall be continued as Eurocurrency Advance in its original currency with an Alternate Base Rate AdvanceInterest Period of one month). The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the applicable Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate --------------------------------------------------- Base Rate Advances shall continue as Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest PeriodEurocurrency Advances. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base Rate Advance, Advance unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a "Conversion/Continuation Notice (as defined belowNotice") requesting that, at the end of such Interest Period, such Eurocurrency Advance either continue as a Eurocurrency Advance for the same or another Interest PeriodPeriod or be converted into an Alternate Base Rate Advance. Subject to the terms of Section 2.6Sections 2.2.1 and -------------- 2.5.2, the applicable such Borrower may elect from time to time to convert all or any part of ----- an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4Type (other than Alternate Currency Loans and Swing Loans) into any other Type or Types of Advances (other than Alternate Currency Loans and Swing Loans); provided that any conversion of any Eurocurrency Advance shall be made on, and only on, the last day of the Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “the Conversion/Continuation Notice”) Notice of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York Indianapolis time) at least three (3) RFR one Business Days (or Day, in the case of a Eurocurrency conversion into an Alternate Base Rate Advance, at least or three (3) Business Days) , in the case of a conversion into or continuation of a Eurocurrency Advance in Dollars, four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance in an Agreed Currency other than Dollars and five Business Days, in the case of a conversion into or continuation of an Alternate Currency Loan, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Tokheim Corp)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance LIBOR Advances pursuant to this Section 2.9 or is are repaid in accordance with Section 2.7. Each XXXXX LIBOR Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR LIBOR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR LIBOR Advance is or was repaid in accordance with Section 2.7 or 2.7, (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Advance continue as a Term SOFR LIBOR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Period or (z) upon the end occurrence and during the continuance of any Default, each LIBOR Advance, may, at the Required Lender's direction, on the last day of the then applicable existing Interest Period therefor, at which time such Eurocurrency convert into a Floating Rate Advance and the obligations of the Lenders to make, or to convert Floating Rate Advances into LIBOR Advances shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Periodsuspended. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base Rate a LIBOR Advance. Notwithstanding anything to the contrary contained in this Section 2.9, no Advance may be converted or continued as a LIBOR Advance (except with the consent of all of the Lenders) when any Default or Unmatured Default has occurred and is continuing. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion"CONVERSION/Continuation Notice”CONTINUATION NOTICE") of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR LIBOR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base (i) Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurodollar Advances pursuant to this Section 2.9 2.7 or is are repaid in accordance with Section 2.7the terms of this Agreement. Each XXXXX Eurodollar Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Eurodollar Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR Eurodollar Advance is or was repaid in accordance with Section 2.7 the terms of this Agreement or (by) the applicable Borrower Representative shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurodollar Advance continue as a Term SOFR Eurodollar Advance for the same or another Interest Period. Each Eurocurrency Period or (z) such Eurodollar Advance is for an Interest Period of one (1) day, in which case such Eurodollar Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have Representative has given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of that such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or Period be converted to another Interest PeriodPeriod or such Eurodollar Advance be converted to a Floating Rate Advance. Subject to the terms of Section 2.62.5, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base Rate a Eurodollar Advance. The applicable Borrower Representative shall give the Administrative Agent irrevocable notice in the form of Exhibit H (or in such other form requested by Administrative Agent) (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Eurodollar Advance, a conversion of a Eurodollar Advance with a one (1) day Interest Period to a different Interest Period or the to a Floating Rate Advance, or continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Eurodollar Advance not later than 11:00 a.m. noon (New York Columbus, Ohio time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation continuation, and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Advances pursuant to this Section 2.9 Section 2.09 or is are repaid in accordance with Section 2.7Section 2.07. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted or continued, as applicable, into a SOFR Advance with an Alternate Base Rate AdvanceInterest Period of one month, unless (ax) such Term SOFR Advance is or was repaid in accordance with Section 2.7 Section 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance convert to a Base Rate Advance or continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for automatically continued as a Eurocurrency Advance in its original currency with an Equivalent amount Interest Period of Dollars and converted into an Alternate Base Rate Advanceone month, unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 Section 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6Section 2.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term Base Rate Advance into a SOFR Advance. No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the original currency of such Advance and reborrowed in the other currency. No Advance made in a Foreign Currency may be converted into a Base Rate Advance or a SOFR Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. No Advance made in Dollars may be converted into a Eurocurrency Advance, but instead must be prepaid as a Base Rate Advance or SOFR Advance, as applicable, and reborrowed in a Foreign Currency. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a SOFR Advance into (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance shall be continued other than as a Eurocurrency Loan in its original currency with an Alternate Base Rate AdvanceInterest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate a Base Rate Advance into a Term SOFR Advance, conversion of a SOFR Advance into a Base Rate Advance or continuation of a SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance Advance, in each case, not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (RXO, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances of a Class shall continue as an Alternate Base Floating Rate Advance Advances of such Class unless and until such Alternate Base Floating Rate Advance is Advances are converted into a LIBOR RateDaily Simple SOFR Advances of the same Class or Term SOFR Advance pursuant to this Section 2.9 Advances of the same Class. Daily Simple SOFR Advances of a Class shall continue as Daily Simple SOFR Advances of such Class unless and until such Daily Simple SOFR Advances are converted into Floating Rate Advances of the same Class or is repaid in accordance with Section 2.7Term SOFR Advances of the same Class. Each XXXXX LIBOR RateTerm SOFR Advance of a Class shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term LIBOR RateTerm SOFR Advance shall continue as a Term SOFR Advance of such Class until the end of the then applicable Interest Period therefor, at which time such Term LIBOR RateTerm SOFR Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance of the same Class unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Interest Period, such Term LIBOR RateTerm SOFR Advance either continue as a Term LIBOR RateTerm SOFR Advance of the same Class for the same or another Interest Period. Each Eurocurrency Period or be converted to an Advance shall continue as a Eurocurrency Advance until the end of another Type but of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest PeriodClass. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable The Borrower may elect from time to time to convert all or any part of a Term Floating Ratean Advance of one Type of a Class into a LIBOR Ratean Advance of another Type of the same Class and vice versa; provided that any conversion of any LIBOR RateTerm SOFR Advance into an Alternate Base Rate Advanceshall be made on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (xeach(X) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advanceconversion of an Advance to a LIBOR RateTerm SOFR Advance or a continuation of a LIBOR RateTerm SOFR Advance not later than 10:00 a.m. (Cleveland, Ohio time), at least three (3) Business Days) , in the case of a conversion into or continuation of a LIBOR Rate Advance, prior to the date of the requested conversion or continuation and continuation, or (yY) conversion in the case of a Term conversion into or continuation of a Floating Rate Advance or a Daily Simple SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. 10:00 a.m. (New York Cleveland, Ohio time) on the date of the requested conversionconversion or continuation, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances (other than Swing Line Loans) shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.10 or is are repaid in accordance with Section 2.72.8. Each XXXXX Eurocurrency Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time time: each such Term SOFR Eurocurrency Advance denominated in Dollars shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.8 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurocurrency Advance either continue as a Term SOFR Eurocurrency Advance for the same or another Interest Period. Each Period or be converted into a Floating Rate Advance; and each such Eurocurrency Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Advance until in the end of the then applicable same Agreed Currency with an Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, one month unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.8 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into (other than a Term SOFR Advance. Subject to the payment Swing Line Loan) of any funding indemnification amounts required by Section 3.4Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Advance shall be made on, and only on, the last day of the Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York Chicago time) at least three (3) RFR one Business Days (or Day, in the case of a Eurocurrency conversion into a Floating Rate Advance, at least three (3) Business Days) , in the case of a conversion into or continuation of a Eurocurrency Advance denominated in Dollars, or four Business Days in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation continuation, specifying: the requested date, which shall be a Business Day, of such conversion or continuation, and (ythe Agreed Currency, amount and Type(s) conversion of Advance(s) into which such Advance is to be converted or continued and, in the case of a Term SOFR Advance conversion into an Alternate Base Rate or continuation of a Eurocurrency Advance, not later than 12:00 p.m. (New York time) on the date duration of the requested conversion, in each case specifying:Interest Period applicable thereto.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Eurocurrency Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance, if denominated in Dollars shall be automatically converted into an Alternate Base Rate Advance shall or, if denominated in a Committed CurrencyEuro, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR AdvanceEurocurrency Advance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Eurocurrency Advance denominated in Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Eurocurrency Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7Advances. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term continued as a SOFR Advance is or was repaid in accordance but with Section 2.7 or (b) an Interest Period of one month unless the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Interest PeriodPeriod such SOFR Advance be converted to an Advance of another Type. Notwithstanding the provision for LEGAL02/41239043v9 automatic conversion in the foregoing sentence, if the effective date of any such automatic conversion is less than one month prior to the then-current Facility Termination Date for such Loan, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Type into any other Type or Types of Advances; provided that, if any conversion of any SOFR Advance shall be made on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to pay the amounts, if any, payable pursuant to Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each (x) conversion of an Alternate Base Rate Advance into to a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York Cleveland time) ), at least three five (35) RFR U.S. Government Securities Business Days (or Days, in the case of a Eurocurrency conversion into or continuation of a SOFR Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Benchmark Advances pursuant to this Section 2.9 2.7 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7this Agreement. Each Term SOFR Benchmark Advance shall continue as a Term SOFR Benchmark Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Benchmark Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR Benchmark Advance is or was repaid in accordance with Section 2.7 this Agreement or (by) the applicable Borrower Representative shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Benchmark Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Benchmark Advance for the same or another Interest Period. Subject to the terms of Section 2.62.4, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower Representative may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base Rate Advancea Term Benchmark Advance on behalf of the applicable Borrower. The applicable Borrower Representative shall give the Administrative Agent irrevocable notice in the form of Exhibit B (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Benchmark Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Benchmark Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation continuation, specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation, (ii) the aggregate amount and Type of the Advance which is to be converted or continued, and (yiii) conversion the amount of such Advance which is to be converted into or continued as a Term SOFR Benchmark Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on and the date duration of the requested conversion, in each case specifying:Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (Star Group, L.P.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7Fixed Rate Advances. Each XXXXX Eurodollar Committed Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Committed Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Eurodollar Committed Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurodollar Committed Advance either continue as a Term SOFR Eurodollar Committed Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall or be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Tranche A Advance of either Type into an Alternate Base Rate the other Type of Tranche A Advance or to convert all or any part of a Tranche B Advance of either Type into the other Type of Tranche B Advance; provided that any conversion of any Eurodollar Committed Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Tranche A Advance, a Tranche B Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Eurodollar Committed Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR one Business Days (or Day, in the case of a Eurocurrency conversion into a Floating Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurodollar Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (NGC Corp)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating --------------------------------------------------- Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest PeriodEurocurrency Advances. Each Eurocurrency Advance shall continue as a Eurocurrency Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time such Eurocurrency Advance (other than Eurocurrency Advances in Agreed Currencies other than Dollars) shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined belowwhich, in the case of the Non-U.S. Subsidiary Borrower, may be delivered the Borrower may on its behalf) Conversion/Continuation Notice, in accordance with the terms of this Section 2.10 requesting that, at the end of such Eurocurrency ------------ Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an Agreed ------------ Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.62.8, the applicable Borrower ----------- may elect from time to time to convert all or any part of an Alternate Base Rate Advance the Term Loan or the Revolving Loans from any Type into a Term SOFR Advance. Subject to the payment any other Type of Loan or Types of Loans; provided that any conversion of any funding indemnification amounts required by Section 3.4Eurocurrency Advance shall be -------- made on, and only on, the last day of the Eurocurrency Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion"CONVERSION/CONTINUATION NOTICE") or, in the case of the Non-U.S. Subsidiary Borrower, the Borrower may give the Agent a Conversion/ Continuation Notice”) Notice on its behalf, of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR four Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBOR Rate Advances. Each Alternate Base LIBOR Rate Advance shall continue as an Alternate Base a LIBOR Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Rate Advance shall be automatically converted into an Alternate Base as a LIBOR Rate Advance, but with an Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Rate Advance either continue as a Term SOFR LIBOR Rate Advance for the same or another Interest PeriodPeriod or be converted to an Advance of another Type. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Notwithstanding the end provision for automatic conversion in the foregoing sentence, if the effective date of any such automatic conversion is less than one month prior to the then applicable Interest Period thereforthen-current Revolver Termination Date, at which time in the case of Revolving Advances, or one month prior to the Final Termination Date, in the case of Term Advances, such Eurocurrency LIBOR Rate Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Advance of any Type into any other Type or Types of Advances; provided that, if any conversion of any LIBOR Rate Advance into a Term SOFR Advance. Subject to shall be made on any day other than the payment last day of any funding indemnification amounts required by Section 3.4the Interest Period applicable thereto, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give be obligated to pay the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advanceamounts, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advanceif any, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:payable pursuant to
Appears in 1 contract
Samples: Credit Agreement (Inland American Real Estate Trust, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest PeriodEurodollar Advances. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advancetime, unless (a) such Eurocurrency Advance is paid in full or was repaid in accordance with Section 2.7 or (b) the applicable Borrower Borrowing Entity shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, that such Eurocurrency Advance continue as a Eurocurrency Advance in the same Eurocurrency for the same or another Interest Period (a) in the case of a Eurodollar Advance, such Eurodollar Advance shall automatically be converted into an Alternate Base Rate Advance, and (b) in the case of a Foreign Currency Advance, such Foreign Currency Advance shall automatically be continued for a new Interest Period of one month (commencing on the last day of the expiring Interest Period). Subject to the terms of Section 2.62.3.3, the applicable Borrower any Borrowing Entity may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Eurodollar Advance. The applicable Borrower Borrowing Entity shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") (a) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance Eurodollar Advance, which notice shall be sent to the Administrative Agent's Domestic Office not later than 11:00 a.m. 12:00 noon (New York Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (yb) conversion of each continuation of a Term SOFR Advance into an Alternate Base Rate Foreign Currency Advance, which notice shall be sent to the Administrative Agent's Domestic Office not later than 12:00 p.m. 10:00 a.m. (New York Chicago time) on at least three Business Days prior to the date of the requested conversioncontinuation, specifying in each case specifyingcase:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base NO CONVERSION OR CONTINUATION OF EURODOLLAR ADVANCES AFTER EVENT OF DEFAULT. Floating Rate Advance Advances (other than Swing Line Advances) shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurodollar Advances pursuant to this Section 2.9 or is are repaid in accordance with Section 2.7. Each XXXXX Eurodollar Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Eurodollar Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR Eurodollar Advance is or was repaid in accordance with Section 2.7 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurodollar Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance of any Type (other than a Swing Line Advance) into a Term SOFR Advanceany other Type or Types of Advances; provided that any conversion of any Eurodollar Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. Subject Notwithstanding anything to the payment contrary contained in this Section 2.9, during the continuance of any funding indemnification amounts required by Section 3.4an Event of Default or an Unmatured Event of Default, the applicable Borrower Administrative Agent may elect from time (or shall at the direction of the Required Lenders), by notice to time to convert all the Borrower, declare that no Advance may be made, converted or any part of continued as a Term SOFR Advance into an Alternate Base Rate Eurodollar Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Eurodollar Advance not later than 11:00 10:00 a.m. (New York Chicago, Illinois time) at least three one (31) RFR Business Days (or Day, in the case of a Eurocurrency conversion into a Floating Rate Advance, at least or three (3) Business Days) , in the case of a conversion into or continuation of a Eurodollar Advance, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Roto-Rooter Inc)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate ABR Advance shall continue as an Alternate Base Rate ABR Advance unless and until such Alternate Base Rate ABR Advance is converted into a Term SOFR Advance pursuant to or Daily Simple SOFR Advance in accordance with this Section 2.9 2.2.4 or is repaid prepaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.72.6. Each Term SOFR Advance shall continue as a Term SOFR Advance of such Type until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into continued as a Term SOFR Advance with an Alternate Base Rate Advance, Interest Period of one month unless (a) such Term SOFR Advance is or was repaid shall have been either (a) prepaid in accordance with Section 2.7 or 2.6, (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue continued as a Term SOFR Advance for the same or another Interest PeriodPeriod in accordance with this Section 2.2.4 or (c) converted into an ABR Advance or Daily Simple SOFR Advance in accordance with this Section 2.2.4. Each Eurocurrency Daily Simple SOFR Advance shall continue as a Eurocurrency Daily Simple SOFR Advance unless and until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Daily Simple SOFR Advance shall be exchanged for an Equivalent amount of Dollars and is converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency a Term SOFR Advance or ABR Advance in accordance with this Section 2.2.4 or is or was repaid prepaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period2.6. Subject to the terms of Section 2.62.5, the applicable Borrower may elect from time to time to convert and/or continue the Rate Option applicable to all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment another Rate Option; provided that any conversion or continuation of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advanceshall be made on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially the form of Exhibit G hereto (a “Conversion/Continuation Rate Option Notice”) of each (x) conversion of an Alternate Base Rate ABR Advance into a Term SOFR Advance or the Daily Simple SOFR Advance, or continuation of a Term SOFR Advance as or the conversion of a new Term SOFR Advance into an ABR Advance or a Eurocurrency Advance as a new Eurocurrency Advance Daily Simple SOFR Advance, not later than (x) 1:00 p.m. (New York time) on the Business Day of the conversion of a Term SOFR Advance into an ABR Advance, (y) 11:00 a.m. (New York time) at least three (3) RFR two U.S. Government Securities Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of an Advance into or as a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. or (z) 11:00 a.m. (New York time) on at least one U.S. Government Securities Business Day prior to the date of the requested conversionconversion or continuation of a Ratable Advance into or as a Daily Simple SOFR Advance, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base No Conversion or Continuation of Eurodollar Advances After Default. Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance Eurodollar Advances pursuant to this Section 2.9 2.7 or is are repaid in accordance with Section 2.72.5. Each XXXXX Eurodollar Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Eurodollar Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR Eurodollar Advance is or was repaid in accordance with Section 2.7 2.5 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Eurodollar Advance continue as a Term SOFR Eurodollar Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable The Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance of any Type into any other Type or Types of Advances; provided that any conversion of any Eurodollar Advance shall be made on, and only on, the last day of the Interest Period applicable thereto, and provided, further, that no Advance that is less than $2,000,000 may be converted into or continued as a Term SOFR Eurodollar Advance. Subject Notwithstanding anything to the payment contrary contained in this Section 2.7, during the continuance of any funding indemnification amounts required by Section 3.4a Default or an Unmatured Default, the applicable Borrower Administrative Agent may elect from time (or shall at the direction of the Required Lenders), by notice to time to convert all the Borrower, declare that no Advance may be made, converted or any part of continued as a Term SOFR Advance into an Alternate Base Rate Eurodollar Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Eurodollar Advance not later than 11:00 a.m. 2:00 p.m. (New York City time) at least three one (31) RFR Business Days (or Day, in the case of a Eurocurrency conversion into a Floating Rate Advance, at least or three (3) Business Days) , in the case of a conversion into or continuation of a Eurodollar Advance, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Headwaters Inc)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Advances pursuant to this Section 2.9 Section 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7Section 2.07. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into continued as a Term SOFR Advance with an Alternate Base Rate AdvanceInterest Period of one month, unless (ax) such Term SOFR Advance is or was repaid in accordance with Section 2.7 Section 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance convert to a Base Rate Advance or continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6Section 2.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject For the avoidance of doubt, no Advance may be converted into or continued as an Advance denominated in a different currency. Notwithstanding anything to the payment of contrary contained in this Section 2.09, when any funding indemnification amounts required by Section 3.4, the applicable Borrower Default has occurred and is continuing (I) no Base Rate Advance may elect from time to time to convert all or any part of be converted into a Term SOFR Advance into (except with the consent of the Required Lenders) and (II) no Term SOFR Advance shall be continued other than as a Term SOFR Advance with an Alternate Base Rate AdvanceInterest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate a Base Rate Advance into a Term SOFR Advance, conversion of a Term SOFR Advance into a Base Rate Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three two (32) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR LIBOR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7a Cost of Funds Advance. Each XXXXX LIBOR Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR LIBOR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Advance shall be automatically converted into continue as a LIBOR Advance in the same currency with an Alternate Base Rate Advance, Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower Credit Party shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Advance either continue as a Term SOFR LIBOR Advance for the same or another Interest Period. Each Eurocurrency Period or be converted into an Advance shall continue as of another Type, it being understood that if the applicable Credit Party fails either to repay or give the Agent a Eurocurrency timely and valid Conversion/Continuation Notice with respect to any LIBOR Advance until prior to the end of the then applicable Interest Period therefor, at which time such Eurocurrency LIBOR Advance shall be exchanged continue as a LIBOR Advance for an Equivalent amount Interest Period of Dollars one month. If the applicable Credit Party fails either to repay or give the Agent a timely and converted into valid Conversion/Continuation Notice with respect to any Cost of Funds Advance prior to the expiration of the then applicable Interest Period therefor, such Cost of Funds Advance shall automatically convert to an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end upon expiration of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another applicable Interest Period. Subject to the terms of Section 2.6, the applicable Borrower Credit Party may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4Type into any other Type or Types of Advances; provided that (i) any conversion of any LIBOR Advance or Cost of Funds Advance shall be made on, and only on, the last day of the Interest Period applicable Borrower thereto, and (ii) LIBOR Advances denominated in a particular currency may elect from time to time to convert all not be continued or any part of a Term SOFR Advance converted into an Alternate Base Rate AdvanceLIBOR Advances denominated in another currency. The applicable Borrower Credit Party shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Advance not later than 11:00 a.m. (New York Boston time) at least three (3) RFR on the Business Days (or Day, in the case of a Eurocurrency conversion into an Alternate Base Rate Advance or a Cost of Funds Advance, at least three (3) or on the second Business Days) Day, in the case of a conversion into or continuation of a LIBOR Advance, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Enesco Group Inc)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR LIBOR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7a Cost of Funds Advance. Each XXXXX LIBOR Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR LIBOR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Advance shall be automatically converted into continue as a LIBOR Advance with an Alternate Base Rate Advance, Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower Credit Party shall have given the Administrative Agent Bank a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Advance either continue as a Term SOFR LIBOR Advance for the same or another Interest Period. Each Eurocurrency Period or be converted into an Advance shall continue as of another Type, it being understood that if the applicable Credit Party fails either to repay or give the Bank a Eurocurrency timely and valid Conversion/Continuation Notice with respect to any LIBOR Advance until prior to the end of the then applicable Interest Period therefor, at which time such Eurocurrency LIBOR Advance shall be exchanged continue as a LIBOR Advance for an Equivalent amount Interest Period of Dollars one month. If the applicable Credit Party fails either to repay or give the Bank a timely and converted into valid Conversion/Continuation Notice with respect to any Cost of Funds Advance prior to the expiration of the then applicable Interest Period therefor, such Cost of Funds Advance shall automatically convert to an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end upon expiration of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another applicable Interest Period. Subject to the terms of Section 2.6, the applicable Borrower Credit Party may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all Type into any other Type or any part Types of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:Advances;
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 Section 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest PeriodSection 2.07. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time (if denominated in Dollars) such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base Rate AdvanceAdvance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as a Eurocurrency Advance in its original currency with an Interest Period of one month, in each case, unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 Section 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6Section 2.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance. Subject to No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the payment original currency of any funding indemnification amounts required by Section 3.4, such Advance and reborrowed in the applicable Borrower other currency. No Advance made in a Foreign Currency may elect from time to time to convert all or any part of a Term SOFR Advance be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.72.07. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted or continued, as applicable, into a SOFR Advance with an Alternate Base Rate AdvanceInterest Period of one month, unless (ax) such Term SOFR Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance convert to a Base Rate Advance or continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for automatically continued as a Eurocurrency Advance in its original currency with an Equivalent amount Interest Period of Dollars and converted into an Alternate Base Rate Advanceone month, unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term Base Rate Advance into a SOFR Advance. No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the original currency of such Advance and reborrowed in the other currency. No Advance made in a Foreign Currency may be converted into a Base Rate Advance or a SOFR Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. No Advance made in Dollars may be converted into a Eurocurrency Advance, but instead must be prepaid as a Base Rate Advance or SOFR Advance, as applicable, and reborrowed in a Foreign Currency. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a SOFR Advance into (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance shall be continued other than as a Eurocurrency Loan in its original currency with an Alternate Base Rate AdvanceInterest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or such other form as may be approved by the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:54 #98230960v1
Appears in 1 contract
Samples: Credit Agreement (RXO, Inc.)
Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBOR Rate Advances. Each Alternate Base LIBOR Rate Advance shall continue as an Alternate Base a LIBOR Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Rate Advance shall be automatically converted into an Alternate Base as a LIBOR Rate Advance, but with an Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Rate Advance either continue as a Term SOFR LIBOR Rate Advance for the same or another Interest PeriodPeriod or be converted to an Advance of another Type. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Notwithstanding the end provision for automatic conversion in the foregoing sentence, if the effective date of any such automatic conversion is less than one month prior to the then applicable Interest Period thereforthen-current Facility Termination Date for such Loan, at which time such Eurocurrency LIBOR Rate Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Advance of any Type into any other Type or Types of Advances; provided that, if any conversion of any LIBOR Rate Advance into a Term SOFR Advance. Subject shall be made on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to pay the payment of any funding indemnification amounts required by amounts, if any, payable pursuant to Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each (x) conversion of an Alternate Base Advance to a LIBOR Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Rate Advance not later than 11:00 a.m. (New York Cleveland time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance), at least three (3) Business Days) , in the case of a conversion into or continuation of a LIBOR Rate Advance, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance LIBOR Advances pursuant to this Section 2.9 or is are repaid in accordance with Section 2.7. Each XXXXX LIBOR Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR LIBOR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR LIBOR Advance is or was repaid in accordance with Section 2.7 or 2.7, (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Advance continue as a Term SOFR LIBOR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Period or (z) upon the end occurrence and during the continuance of any Default, each LIBOR Advance, may, at the Required Lender's direction, on the last day of the then applicable existing Interest Period therefor, at which time such Eurocurrency convert into a Floating Rate Advance and the obligations of the Lenders to make, or to convert Floating Rate Advances into LIBOR Rate Advances shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Periodsuspended. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base Rate a LIBOR Advance. Notwithstanding anything to the contrary contained in this Section 2.9, no Advance may be converted or continued as a LIBOR Advance (except with the consent of the Required Lenders) when any Default or Unmatured Default has occurred and in continuing. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion"CONVERSION/Continuation Notice”CONTINUATION NOTICE") of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR LIBOR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBOR Rate Advances. Each Alternate Base LIBOR Rate Advance shall continue as an Alternate Base a LIBOR Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR LIBOR Rate Advance shall be automatically converted into an Alternate Base as a LIBOR Rate Advance, but with an Interest Period of one month unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Interest Period, such Term SOFR LIBOR Rate Advance either continue as a Term SOFR LIBOR Rate Advance for the same or another Interest PeriodPeriod or be converted to an Advance of another Type. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until Notwithstanding the end provision for automatic conversion in the foregoing sentence, if the effective date of any such automatic conversion is less than one month prior to the then applicable Interest Period thereforthen-current Facility Termination Date for such Loan, at which time such Eurocurrency LIBOR Rate Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.7, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Advance of any Type into any other Type or Types of Advances; provided that, if any conversion of any LIBOR Rate Advance into a Term SOFR Advance. Subject shall be made on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to pay the payment of any funding indemnification amounts required by amounts, if any, payable pursuant to Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each (x) conversion of an Alternate Base Advance to a LIBOR Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency LIBOR Rate Advance not later than 11:00 a.m. (New York Cleveland time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance), at least three (3) Business Days) , in the case of a conversion into or continuation of a LIBOR Rate Advance, prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:: 42
Appears in 1 contract
Samples: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7Eurodollar Advances. Each XXXXX Eurodollar Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Advance until the end of the then applicable Eurodollar Interest Period therefor, at which time such Term SOFR Eurodollar Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurodollar Interest Period, such Term SOFR Eurodollar Advance either continue as a Term SOFR Eurodollar Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Eurodollar Interest Period therefor, at which time such Eurocurrency Advance shall or be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base a Floating Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4Type into another Type of Advance; provided that any conversion of any Eurodollar Advance shall be made on, and only on, the last day of the Eurodollar Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Eurodollar Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least three (3) RFR one Business Days (or Day, in the case of a Eurocurrency conversion into a Floating Rate Advance, at least or three (3) Business Days) , in the case of a conversion into or continuation of a Eurodollar Advance, prior to the date of the requested conversion or continuation continuation, specifying: (i) the requested date which shall be a Business Day, of such conversion or continuation; (ii) the aggregate amount and Type of the Advance which is to be converted or continued; and (yiii) conversion the amount and Type of Advance into which such Advance is to be converted or continued and, in the case of a Term SOFR Advance conversion into an Alternate Base Rate or continuation of a Eurodollar Advance, not later than 12:00 p.m. (New York time) on the date duration of the requested conversion, in each case specifying:Eurodollar Interest Period applicable thereto. 2.10.
Appears in 1 contract
Samples: Term Loan Agreement (Banknorth Group Inc /New/ /De/)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance shall continue as an Alternate Base Rate Advance unless and until such Alternate Base Rate Advance is converted into a Term EurocurrencyTerm SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance, if denominated in Dollars shall be automatically converted into an Alternate Base Rate Advance or, if denominated in Euro, shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term EurocurrencyTerm SOFR AdvanceAdvance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term EurocurrencyTerm SOFR Advance denominated in Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term EurocurrencyTerm SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term EurocurrencyTerm SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Samples: Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance EurodollarTerm Benchmark Advances pursuant to this Section 2.9 2.8 or is repaid in accordance with Section 2.7are repaid. Each XXXXX EurodollarTerm Benchmark Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR EurodollarTerm Benchmark Advance until the end of the then applicable Eurodollar Interest Period therefor, at which time such Term SOFR EurodollarTerm Benchmark Advance shall be automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (ax) such Term SOFR EurodollarTerm Benchmark Advance is or was repaid in accordance with Section 2.7 2.6 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurodollar Interest Period, such Term SOFR EurodollarTerm Benchmark Advance continue as a Term SOFR EurodollarTerm Benchmark Advance for the same or another Interest Period. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Eurodollar Interest Period. Subject to the terms of Section 2.62.5 and this Section 2.8, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Floating Rate Advance into an Alternate Base a EurodollarTerm Benchmark Advance, provided that no Floating Rate AdvanceAdvance may be converted into a EurodollarTerm Benchmark Advance when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their reasonable discretion not to permit such conversions. This Section 2.8 shall not apply to Protective Advances, which may not be converted or continued. The applicable Borrower shall give the Administrative Agent irrevocable notice in the manner set forth in Section 2.13 (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR EurodollarTerm Benchmark Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency EurodollarTerm Benchmark Advance not later than 11:00 a.m. (New York a.m., Chicago time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) Days prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances (other than Swing Line Advances) shall continue as an Alternate Base Floating Rate Advance Advances of the same Type unless and until such Alternate Base Floating Rate Advance is Advances are converted into either Eurodollar Committed Advances or Floating Rate Advances of a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7different Type. Each XXXXX Eurodollar Committed Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Eurodollar Committed Advance until the end of the then applicable Eurodollar Interest Period therefor, at which time such Term SOFR Eurodollar Committed Advance shall be automatically converted into an Alternate Base Rate Advance, Advance unless (a) such Term SOFR Advance is repaid as provided herein or was repaid in accordance with Section 2.7 or (b) unless the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurodollar Interest Period, such Term SOFR Eurodollar Committed Advance continue as a Term SOFR Eurodollar Committed Advance for the same or another Eurodollar Interest Period. Subject to the terms of Section 2.3.3, the Borrower may elect from time to time ------------- to convert all or any part of a Committed Advance (other than a Swing Line Advance and other than a Eurocurrency Advance) of any Type into any other Type or Types of Advances; provided that any conversion of any Eurodollar Committed -------- Advance on a day other than the last day of the Eurodollar Interest Period applicable thereto shall be subject to Section 3.4. Each Eurocurrency Advance ----------- shall continue as a Eurocurrency Advance such until the end of the then applicable Eurocurrency Interest Period therefor, at which time such Eurocurrency Advance shall automatically be exchanged for an Equivalent deemed to be continued as a Eurocurrency Advance in the same amount with a Eurocurrency Interest Period of Dollars and converted into an Alternate Base Rate Advanceone month (commencing on the last day of the expiring Eurocurrency Interest Period), unless (a) such Eurocurrency Advance is repaid as provided herein or was repaid in accordance with Section 2.7 or (b) unless the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) in accordance with the immediately succeeding sentence requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:another
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance EurocurrencySOFR Advances pursuant to this Section 2.9 Section 2.09 or is are repaid in accordance with Section 2.7Section 2.07. EachSONIA Advances shall continue as SXXXX Advances unless and until such SXXXX Advances are repaid in accordance with Section 2.07. Each XXXXX (a) Eurocurrency Advance shall continue as a XXXXX Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time (if denominated in Dollars) such Eurocurrency Advance shall be automatically converted into an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as a Eurocurrency Advance in its original currency with an Interest Period of one month, in each case, unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term (b) SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into continued as a SOFR Advance with an Alternate Base Rate AdvanceInterest Period of one month, unless unless, in the case of the foregoing clauses (a) and (b), (x) such Term Eurocurrency Advance or SOFR Advance Advance, as applicable, is or was repaid in accordance with Section 2.7 Section 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR convert to an Alternate Base Rate Advance for the same or another Interest Period. Each such Eurocurrency Advance shall or SOFR Advance, as applicable, continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate or SOFR Advance, unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting thatapplicable, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.6Section 2.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR EurocurrencySOFR Advance. Subject to No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the payment original currency of any funding indemnification amounts required by Section 3.4, such Advance and reborrowed in the applicable Borrower other currency. No Advance made in a Foreign Currency may elect from time to time to convert all or any part of a Term SOFR Advance be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance or SXXXX Advance, as applicable, and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term EurocurrencySOFR Advance, conversion of SOFR Advance into an Alternate Base Rate Advance or the continuation of a Term SOFR Advance as a new Term SOFR Eurocurrency Advance or a Eurocurrency Advance as a new Eurocurrency SOFR Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advance Advances shall continue as an Alternate Base Rate Advance Advances unless and until such Alternate Base Rate Advance is Advances are converted into a Term SOFR Advance Eurocurrency Advances pursuant to this Section 2.9 2.09 or is are repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest Period2.07. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time (if denominated in Dollars) such Eurocurrency Advance shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base Rate AdvanceAdvance or (if denominated 47 in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as a Eurocurrency Advance in its original currency with an Interest Period of one month, in each case, unless (ax) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 2.07 or (by) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.62.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance. Subject to No Advance may be converted into or continued as an Advance denominated in a different currency, but instead must be repaid in the payment original currency of any funding indemnification amounts required by Section 3.4, such Advance and reborrowed in the applicable Borrower other currency. No Advance made in a Foreign Currency may elect from time to time to convert all or any part of a Term SOFR Advance be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period of one month. The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each (x) conversion of an Alternate Base Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into an Alternate Base Rate Advancecontinuation, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest PeriodEurocurrency Advances. Each Eurocurrency Advance shall continue as a Eurocurrency Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time such Eurocurrency Advance (other than Eurocurrency Advances in Agreed Currencies other than Dollars) shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) which, in the case of a Non-U.S. Subsidiary Borrower, may be delivered by the Parent Borrower on its behalf), in accordance with the terms of this Section 2.10 requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an Agreed Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.62.8, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance the Term Loans or the Revolving Loans from any Type into a Term SOFR Advance. Subject to the payment any other Type of Loan or Types of Loans; provided that any conversion of any funding indemnification amounts required by Section 3.4Eurocurrency Advance shall be made on, and only on, the last day of the Eurocurrency Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) or, in the case of a Non-U.S. Subsidiary Borrower, the Parent Borrower may give the Agent a Conversion/Continuation Notice on its behalf, of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least (a) three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation of a Eurocurrency Advance in Dollars and (yb) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on four Business Days prior to the date of the requested conversionconversion or continuation of a Eurocurrency Advance in an Agreed Currency other than Dollars, specifying in each case specifyingcase:
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Floating --------------------------------------------------- Rate Advance Advances shall continue as an Alternate Base Floating Rate Advance Advances unless and until such Alternate Base Floating Rate Advance is Advances are converted into a Term SOFR Advance pursuant to this Section 2.9 or is repaid in accordance with Section 2.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Interest Period therefor, at which time such Term SOFR Advance shall be automatically converted into an Alternate Base Rate Advance, unless (a) such Term SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Term SOFR Advance continue as a Term SOFR Advance for the same or another Interest PeriodEurocurrency Advances. Each Eurocurrency Advance shall continue as a Eurocurrency Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time such Eurocurrency Advance (other than Eurocurrency Advances in Agreed Currencies other than Dollars) shall be exchanged for an Equivalent amount of Dollars and automatically converted into an Alternate Base a Floating Rate Advance, Advance unless (a) such Eurocurrency Advance is or was repaid in accordance with Section 2.7 or (b) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) which, in the case of the Non-U.S. Subsidiary Borrower, may be delivered by the Borrower on its behalf), in accordance with the terms of this Section 2.10 requesting that, at the end ------------ of such Eurocurrency Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an ------------ Agreed Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.62.8, the ----------- applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance the Term Loan or the Revolving Loans from any Type into a Term SOFR Advance. Subject to the payment any other Type of Loan or Types of Loans; provided that any conversion of any funding indemnification amounts required by Section 3.4Eurocurrency -------- Advance shall be made on, and only on, the last day of the Eurocurrency Interest Period applicable Borrower may elect from time to time to convert all or any part of a Term SOFR Advance into an Alternate Base Rate Advancethereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"CONVERSION/CONTINUATION NOTICE") or, in the case of the Non-U.S. Subsidiary Borrower, the Borrower may give the Agent a Conversion/Continuation Notice”) Notice on its behalf, of each (x) conversion of an Alternate Base a Floating Rate Advance into a Term SOFR Eurocurrency Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 10:00 a.m. (New York Chicago time) at least (a) three (3) RFR Business Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation of a Eurocurrency Advance in Dollars and (yb) conversion of a Term SOFR Advance into an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on four Business Days prior to the date of the requested conversionconversion or continuation of a Eurocurrency Advance in an Agreed Currency other than Dollars, specifying in each case specifyingcase:
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