Common use of Interest Elections Clause in Contracts

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 6 contracts

Samples: Credit Agreement (Tempus AI, Inc.), Credit Agreement (Tempus AI, Inc.), Credit Agreement (Tempus AI, Inc.)

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Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 5 contracts

Samples: Credit Agreement (Molina Healthcare, Inc.), Credit Agreement (Molina Healthcare Inc), Bridge Credit Agreement (Molina Healthcare Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Continuation/Conversion”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Continuation/Conversion shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Continuation/Conversion applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Continuation/Conversion, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Continuation/Conversion requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Continuation/Conversion, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Continuation/Conversion, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 4 contracts

Samples: Revolving Credit Agreement, Revolving Credit Agreement (Arc Logistics Partners LP), Revolving Credit Agreement (Arc Logistics Partners LP)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request andNotice of Term Loan Borrowing, and in the case of a SOFR Eurodollar Rate Borrowing, shall have an initial Interest Period as specified in such Notice of three monthsTerm Loan Borrowing. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, and in the case of a Eurodollar Rate Borrowing, may elect successive Interest Periods therefor, all as provided in this Section 2.4. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Term Loans comprising such Borrowing, and the Term Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.4, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing), substantially in the form of such election in writing Exhibit F attached hereto (ia “Notice of Conversion/Continuation”), of each Borrowing that is to be converted or continued, as the case may be, (x) in the case of a SOFR conversion into a Base Rate Borrowing, not later than 1:00 p.m.prior to 12:00 noon (New York, New York City time, three ) on the same Business Days before Day of the requested date of the proposed election or conversion and (iiy) in the case of a Base continuation of or conversion into a Eurodollar Rate Borrowing, not later than prior to 12:00 noonnoon (New York, New York City time, one ) three (3) Business Day before Days prior to the requested date of the proposed electioncontinuation or conversion. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Rate Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Rate Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Rate Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Rate Borrowings and Base Rate Borrowings set forth in Section 2.2. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Rate Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Rate Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Rate Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 4 contracts

Samples: Credit Agreement (Bristow Group Inc), Superpriority Secured Debtor in Possession Credit Agreement (Bristow Group Inc), Credit Agreement (Bristow Group Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 4 contracts

Samples: Revolving Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.), Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided, however, that any conversion of a Eurodollar Borrowing into an ABR Borrowing shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing request by telephone (i) in the case of a SOFR conversion from or continuation of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three two Business Days before the date of the proposed election or Borrowing, and (ii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 3 contracts

Samples: Term Loan Agreement (Cooper Companies, Inc.), Amendment and Restatement Agreement (Cooper Companies Inc), Amendment and Restatement Agreement (Cooper Companies Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 3 contracts

Samples: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.), Credit Agreement (BioTelemetry, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing substantially in the form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 3 contracts

Samples: Revolving Credit Agreement (International Speedway Corp), Revolving Credit Agreement (International Speedway Corp), Revolving Credit Agreement (International Speedway Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided, however, that any conversion of a Eurodollar Borrowing into an ABR Borrowing shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing request by telephone (i) in the case of a SOFR conversion from or continuation of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or Borrowing, and (ii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 3 contracts

Samples: Loan Agreement (Cooper Companies, Inc.), Loan Agreement (Cooper Companies, Inc.), Loan Agreement (Cooper Companies Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in the Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (i) in the case of a SOFR conversion to or a continuation of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed election conversion or continuation or (ii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the date of the proposed electionconversion. Each such written telephonic Interest Election Request shall be irrevocable revocable at any time prior to the effective date of the conversion or continuation specified in such notice (subject to the payment by the Borrower of amounts described in Section 2.13 if the Administrative Agent has already given notice of such requested conversion or continuation to the Lenders) and shall be substantially in confirmed promptly by hand delivery or facsimile to the form Administrative Agent of a an executed written Interest Election Request signed by the Borrower. (c) Request. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. (dc) Promptly following receipt of an Interest Election RequestRequest in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (ed) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end Borrower shall be deemed to have elected to convert such Eurodollar Borrowing into an ABR Borrowing effective as of the last day of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s durationPeriod. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 3 contracts

Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (United Technologies Corp /De/), Bridge Credit Agreement (United Technologies Corp /De/)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided, that, if the Borrower fails to specify a Type of Loan in the Borrowing Request, then the Loans shall be made as ABR Loans and if the Borrower requests a Borrowing of Eurodollar Loans, but fails to specify an Interest Period, it will be deemed to have requested an Interest Period of three monthsone month’s duration. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.9. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.9, the Borrower shall notify the Administrative Agent of such election in writing by telephone by (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the proposed effective date of the proposed election (or such later time and/or date as may be agreed by the Administrative Agent in its reasonable discretion) or (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the proposed effective date of the proposed electionelection (or such later time and/or date as may be agreed by the Administrative Agent in its reasonable discretion). Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or facsimile to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.5: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Period, such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (ix) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (iiy) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 3 contracts

Samples: Senior Lien Term Loan Credit Agreement (Forterra, Inc.), Senior Lien Term Loan Credit Agreement (Forterra, Inc.), Junior Lien Term Loan Credit Agreement (Forterra, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurocurrency Borrowing, shall have an initial Interest Period of three monthsas specified in the applicable Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or Type, to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, Borrowing and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by (ia) in the case of a SOFR conversion or continuation of a Eurocurrency Borrowing, not later than 1:00 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed election or Interest Period of (iib) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noonp.m., New York City timeLocal Time, one (1) Business Day before the date of the proposed electionABR Borrowing. Each such written Interest Election Request shall be irrevocable in writing and irrevocable. Notwithstanding any other provision of this Section, the Borrower shall not be substantially in the form of a written permitted to elect an Interest Election Request signed by the Borrower. (c) Period for Eurocurrency Loans that does not comply with Section 2.02(d). Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurocurrency Borrowing; and (iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (dc) Promptly following receipt of an Interest Election RequestRequest in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (ed) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period applicable thereto, such Borrowing shall automatically be continued as a SOFR Eurocurrency Borrowing having for an additional Interest Period of three one month’s duration. (f) . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing with respect to the Borrower, or if any other Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies has notified the BorrowerBorrower of the election to give effect to this sentence on account of such other Event of Default, then, in each such case, so long as an such Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurocurrency Borrowing and (ii) unless repaid, each SOFR Eurocurrency Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (PHI Group, Inc./De), Term Loan Credit Agreement (Phi Inc), Credit Agreement

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 1:00 p.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 1:00 p.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.), Revolving Credit and Term Loan Agreement (Ensign Group, Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing or Foreign Currency Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the a Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing or a Foreign Currency Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided, however, that (i) no Foreign Currency Borrowing may be converted into an ABR Borrowing, a Eurodollar Borrowing or a Foreign Currency Borrowing that is denominated in a different Designated Foreign Currency, and (ii) any conversion of a Eurodollar Borrowing into an ABR Borrowing shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans. The A Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. (b) To make an election pursuant to this Section 2.07Section, the applicable Borrower shall notify the Administrative Agent of such election in writing request by telephone (i) in the case of a SOFR conversion from or continuation of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, two Business Days before the date of the proposed Borrowing, (ii) in the case of a conversion from or continuation of a Foreign Currency Borrowing, not later than 1:00 p.m., New York City time, three Business Days (or in the case of a Foreign Currency Borrowing designated in Japanese Yen, four Business Days) before the date of the proposed election or Borrowing, and (iiiii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the such Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be an ABR Borrowing, a Base Rate Eurodollar Borrowing or a SOFR Foreign Currency Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing or a Foreign Currency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing or Foreign Currency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the a Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as converted to an ABR Borrowing. If a SOFR Borrower fails to deliver a timely Interest Election Request with respect to a Foreign Currency Borrowing having an prior to the end of the Interest Period of three month’s duration. (f) applicable thereto, then such Borrower shall be required to repay such Foreign Currency Borrowing in full. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required LendersFacility Lenders under the applicable Facility, so notifies the applicable Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing under such Facility may be converted to or continued as a SOFR Eurodollar Borrowing or Foreign Currency Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable theretothereto and (iii) each Foreign Currency Borrowing shall be required to be repaid in full.

Appears in 3 contracts

Samples: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Cooper Companies, Inc.), Revolving Credit and Term Loan Agreement (Cooper Companies Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower Representative may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower Representative shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.6 attached hereto (a “Notice of Continuation/Conversion”) (x) prior to 2:00 p.m. (Atlanta, Georgia time) one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 2:00 p.m. (Atlanta, Georgia time) three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Continuation/Conversion shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Continuation/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Continuation/Conversion, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Continuation/Conversion requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower Representative shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower Representative shall have failed to deliver a Notice of Continuation/Conversion, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower Representative shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Continuation/Conversion, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Fox Factory Holding Corp), Revolving Credit Agreement (Fox Factory Holding Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing. The Borrower may elect different options from time to time to (i) convert ABR Loans to Eurodollar Loans, (ii) convert Eurodollar Loans to ABR Loans; provided that any such conversion of Eurodollar Loans may be made only on the last day of an Interest Period with respect to different portions thereto or (iii) continue any Eurodollar Loan as such upon the expiration of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowingthen current Interest Period with respect thereto. (b) To make an election Interest Election Request pursuant to this Section 2.072.05, the Borrower shall notify the Administrative Agent of such election in writing (i) in the case by hand or facsimile delivery or by electronic mail of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before written Interest Election Request by the time that a Loan Request would be required under Section 2.03(a) or Section 2.03(b) if the Borrower were requesting a Loan of the Type resulting from such election to be made on the effective date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed such election. Each such written Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery, electronic mail or telecopy to the form Administrative Agent of a written Interest Election Request in substantially the same form as a Loan Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.022.01: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as converted to a SOFR Borrowing having an Interest Period of three month’s duration. (f) one-month Eurodollar Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing continuing, and the Administrative Agent, at upon the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (American Airlines Inc), Credit and Guaranty Agreement (American Airlines Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, LIBOR Advance and shall have an initial Interest Period of three months. Thereafter, the Borrower may elect to convert as specified in such Borrowing to a different Type or to continue such BorrowingRequest. The Borrower may thereafter elect different options with respect to different portions of continue such LIBOR Advance for one or more Interest Periods, all as provided in this Section; provided that the affected Borrowing, in which case each such portion shall be allocated ratably among Borrower may not select an Interest Period that would mature after the Lenders holding the Loans comprising such BorrowingAdvance Repayment Date other than a final 1-week Interest Period, and on the Loans comprising each last day of such portion final 1-week Interest Period, the Advance shall be considered a separate Borrowingbecome due and payable. (b) Not later than 11:00 a.m., San Xxxx, Puerto Rico time, two Business Days before the end of each Interest Period for each LIBOR Advance, the Administrative Agent shall provide the Borrower with the terms and interest rates available to the Borrower for the next Interest Period. (c) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Borrowingby telephone, e-mail or facsimile by not later than 1:00 2:00 p.m., New York City San Xxxx, Puerto Rico time, three two Business Days before (A) the effective date of the proposed such election or (iiB) in the case last day of a Base Rate Borrowingan Interest Period, not later than 12:00 noon, New York City time, one Business Day before and the date Administrative Agent shall thereupon inform the Lenders of the proposed electionBorrower’s election by 3:00 p.m. on the same date. Each such written telephonic, electronic or facsimile Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved and signed by the Borrower. (cd) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing)applies; (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) that such Borrowing shall be a LIBOR Advance or a Rollover; and (iiiiv) whether the resulting Borrowing is Interest Period to be applicable thereto after giving effect to such election, which shall be a Base Rate Borrowing period contemplated by the definition of the term “Interest Period.” (e) If any such Interest Election Request does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of 1-month; provided, however, if such 1-month Interest Period would mature after the Advance Repayment Date, then such Interest Period shall be deemed to be 1-week; provided, further, that if such 1-week Interest Period shall mature after the Advance Repayment Date, then no additional Interest Period shall be available therafter for such Advance and such Advance shall become due and payable on the last day of such Interest Period. Notwithstanding anything to the contrary contained herein, no LIBOR Advance or a SOFR BorrowingRollover shall mature after the Maturity Date. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (ef) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing at the time specified in clause (b) of this Section 2.04 prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having LIBOR Advance with an Interest Period of three 1-month’s duration. (f) Notwithstanding any contrary provision hereof; provided, however, if an Event of Default has occurred and is continuing and such Interest Period would mature after the Administrative AgentAdvance Repayment Date, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing then such LIBOR Advance shall be converted to a Base Rate Borrowing at the end of the continued with an Interest Period applicable theretoequal to 1-week; provided, further, that if such 1-week Interest Period would mature after the Advance Repayment Date then no additional Interest Period shall be available thereafter for such Advance and such Advance shall become due and payable on the last day of said Interest Period. Notwithstanding anything to the contrary contained herein, no LIBOR Advance or Rollover shall mature after the Maturity Date.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. on the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Borrowing and (y) prior to 1:00 p.m. (A) three (3) Business Day before Days prior to the requested date of any conversion to or continuation of Eurodollar Loans denominated in Dollars or of any conversion of Eurodollar Loans denominated in Dollars to Base Rate Loan and (B) four (4) Business Days prior to the proposed electionrequested date of any continuation of Eurodollar Loans denominated in the Alternative Currency. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing (including the Class) to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether whether, in the case of a Borrowing denominated in Dollars, the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically be continued as to a SOFR Eurodollar Borrowing having with an Interest Period of three one month’s duration. (f) Notwithstanding any contrary provision hereof; provided, however, such Loan shall be of the same Class; provided further, however, that in the case of a failure to timely request a continuation of Loans denominated in the Alternative Currency, such Loans shall be continued as Eurodollar Loans in their original currency with an Interest Period of one month. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if a Default or an Event of Default has occurred exists and is continuing if the Administrative Agent and the Administrative Agent, at the request Required Lenders shall have elected so in writing. No conversion of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. No Loan may be converted into a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each affected Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: First Lien Credit Agreement (EVO Payments, Inc.), First Lien Credit Agreement (EVO Payments, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower Borrowers shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Borrowing, by telephone not later than 1:00 p.m., New York City time, 11:00 a.m. three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the effective date of the proposed election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery, e-mail or telecopy to the form Administrative Agent of a written Interest Election Request substantially in the form of Exhibit J and signed by the BorrowerBorrowers. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.2: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) if the resulting Borrowing is an ABR Borrowing, the aggregate amount (which shall be an integral multiple of $100,000 and not less than $500,000); (v) if the resulting Borrowing is a Eurodollar Borrowing, the aggregate amount (which shall be an integral multiple of, and not less than, $1,000,000); and (vi) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails Borrowers fail to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Eurodollar Borrowing having with an Interest Period of three one month’s duration. (f) , subject to the following sentence. Notwithstanding any contrary provision hereof, (i) if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, Agent so notifies the BorrowerBorrowers, then, so long as an Event of Default is continuing, continuing (iA) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (iiB) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable theretothereto and (ii) no Revolving Loan Borrowing or Term Loan Borrowing may be made as, be converted into or be continued as a Eurodollar Borrowing with an Interest Period ending after the Revolving Loan Maturity Date or Term Loan Maturity Date, respectively.

Appears in 2 contracts

Samples: Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or, if no Interest Period is so specified, of three monthsone month’s duration. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone by (i) in the case of a SOFR Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed election election, or (ii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionconversion. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit Agreement (Enterprise GP Holdings L.P.), Credit Agreement (Enterprise GP Holdings L.P.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) U.S. Government Securities Business Days prior to a continuation of or conversion into a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing, and (iv) if the resulting Borrowing is to be a SOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/ Continuation requests a SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one (1) month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a SOFR Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any SOFR Loan shall be permitted except on the last day of the Interest Period in respect thereof. (d) Promptly following Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)

Interest Elections. (a) Each Term Loan The Borrowing initially shall be of the Type have an initial Interest Period as specified in the applicable Borrowing Request andor, in if no Interest Period was specified therein, then the case of a SOFR Borrowing, Borrower shall be deemed to have selected an Interest Period of three monthsone month’s duration. Thereafter, the Borrowing shall be continued, and the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing. The Borrower may elect different options with respect to different portions of the affected BorrowingInterest Periods therefor, all as provided in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowingthis Section. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Borrowing, by telephone by not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the proposed effective date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed such election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and (iiiii) whether the resulting Borrowing is Interest Period to be applicable thereto after giving effect to such election, which shall be a Base Rate Borrowing or a SOFR Borrowingperiod contemplated by the definition of the term “Interest Period”. If any such Interest Election Request does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one week’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowingthereof. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the an Interest Period applicable theretoPeriod, then, unless such the Borrowing is repaid as provided herein, at the end of such Interest Period such the Borrowing shall automatically be continued as a SOFR Borrowing having with an Interest Period of three one month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Bridge Credit and Guarantee Agreement (H&r Block Inc), Bridge Credit and Guarantee Agreement (H&r Block Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section but subject to Section 2.16. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit F attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 12:00 p.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of Agent or the Required Lenders, so notifies Lenders shall have notified the Borrower, then, so long as an Event Borrower in writing of Default is continuing, (i) no outstanding Borrowing may be converted their determination not to permit such conversion or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing continuation. No conversion of any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Teradyne, Inc), Credit Agreement (Teradyne, Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/ Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurocurrency Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify deliver by hand delivery or facsimile a duly completed and executed Interest Election Request to the Administrative Agent of such election in writing (i) in the case of a SOFR conversion of an ABR Borrowing to a Eurocurrency Borrowing or the continuation of a Eurocurrency Borrowing, not later than 1:00 p.m.10:00 a.m., New York City time, three Business Days before the effective date of the proposed such election or and (ii) in the case of a Base Rate conversion of a Eurocurrency Borrowing to an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one on the Business Day before the effective date of the proposed such election. Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurocurrency Borrowing; and (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurocurrency Borrowing and (ii) unless repaid, each SOFR Eurocurrency Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Staples Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request andNotice of Borrowing, and in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period as specified in such Notice of three monthsBorrowing. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing. The Borrower , and in the case of a Eurodollar Borrowing, may elect different options with respect to different portions of the affected BorrowingInterest Periods therefor, all as provided in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowingthis Section 2.4. (b) To make an election pursuant to this Section 2.072.4, the Borrower shall notify give the Administrative Agent Lender prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing substantially in the form of Exhibit 2.4 attached hereto (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. two (2) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.2. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Lender shall have otherwise consented in writing. No conversion of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) With respect to the conversion or continuation of any Revolving Loan, such conversion or continuation shall be in an aggregate principal amount of no less than the lesser of: (i) $2,000,000 or a larger multiple of $1,000,000, or (ii) the aggregate principal amount of Revolving Loans then outstanding.

Appears in 2 contracts

Samples: Credit Agreement (United Community Banks Inc), Credit Agreement (United Community Banks Inc)

Interest Elections. (a) Each Term Loan Unless the Borrower has provided notice and indemnity satisfactory to the Administrative Agent, the initial Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR an ABR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed election Borrowing or (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit Agreement (Citrix Systems Inc), Credit Agreement (Citrix Systems Inc)

Interest Elections. (a) Each Term Loan Borrowing Except as provided in paragraphs (c), (d) and (e), each Advance initially shall be of the Type specified in by the applicable Borrowing Request Borrower on the Closing Date and, in the case of a SOFR LIBOR Borrowing, shall have an initial Interest Period of three monthsas specified in writing by the Borrower. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such BorrowingBorrowing and, in the case of LIBOR Borrowings, may elect LIBOR Periods therefor, all as provided in this Section 4.03. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans Advances comprising such Borrowing, Borrowing in accordance with their pro rata share and the Loans Advances comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.074.03, the Borrower shall notify the Administrative Agent of such election in writing (i) by telephone by in the case of a SOFR BorrowingLIBOR Advances, not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before the effective date of the proposed election or (ii) such Interest Election Request, and in the case of a Base Rate BorrowingAdvances, not later than 12:00 noon, New York City time, one 10:00 a.m. two (2) Business Day Days before the effective date of the proposed electionsuch Interest Election Request. Each such written telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent by a written Interest Election Request substantially in the form of a written Interest Election Request Exhibit 4.03(b) and signed by the Borrower. (c) ’s Representative or its agent as designated in writing to the Administrative Agent. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions portion thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing borrowing is to be a Base Rate Borrowing or a SOFR LIBOR Borrowing.; and (div) if the resulting Borrowing is a LIBOR Borrowing, the LIBOR Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “LIBOR Period”. If the Borrower fails to deliver an Interest Election Request (and such Borrowing is not prepaid or repaid as provided herein) or if any such Interest Election Request requests a LIBOR Borrowing but does not specify a LIBOR Period, then the Borrower shall be deemed to have selected a LIBOR Borrowing with a LIBOR Period of one (1) month’s duration. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (ec) If the Borrower fails to deliver a timely Interest Election Request Elections with respect to a SOFR Borrowing prior LIBOR Borrowings shall be subject to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration.following: (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no No conversion or partial conversion of a LIBOR Borrowing shall (A) reduce the outstanding Borrowing may be converted principal amount of such LIBOR Advance for a LIBOR Period to less than $1,000,000, or continued as a SOFR Borrowing and (B) result in more than eight (8) different LIBOR Periods being in effect at anytime; (ii) unless repaidExcept as set forth in subsection (d), each SOFR no LIBOR Borrowing shall may be converted to a Base Rate Borrowing or to a LIBOR Borrowing with a different LIBOR Period on other than the first (1st) day of a LIBOR Period; and (iii) No LIBOR Period shall extend beyond the Maturity Date. The LIBOR Rate applicable to each LIBOR Advance and Borrowing shall be determined by the Administrative Agent on the second (2nd) Business Day preceding each LIBOR Period. The Administrative Agent shall give the Borrower notice of each LIBOR Rate promptly upon determination thereof. The Administrative Agent shall send to the Borrower a statement of the amount of interest due on the Loan two (2) Business Days prior to each Interest Payment Date. (d) The interest rate on any LIBOR Advance or Borrowing shall, at the end Administrative Agent’s option, convert to the Base Rate plus the Applicable Margin and the LIBOR Rate shall not be available: (i) if on the second (2nd) Business Day preceding the first (1st) day of proposed LIBOR Period, the Administrative Agent shall have determined or the Administrative Agent shall have been notified by any Lender that (A) deposits in U.S. dollars (in the amounts equivalent to the principal amount of the Interest applicable LIBOR Borrowing) are not being offered by each of the Lenders to prime banks in the London Interbank Market for the proposed LIBOR Period or (B) that adequate and fair means do not exist for ascertaining the applicable thereto.interest rate on the basis provided for in the definition of LIBOR Rate, written notice of either of such events to be given by the Administrative Agent to the Borrower within two (2) Business Days after the beginning of such proposed LIBOR Period (such suspension of LIBOR Periods to remain in effect until the commencement of any LIBOR Period for which the Administrative Agent shall have determined that neither of such conditions remains in effect, written notice of which shall be promptly given by the Administrative Agent to the Borrower); (ii) for the remaining term of the Loan, as applicable, effective on the last day of each LIBOR Period immediately following a change in law or regulation, as a result of which the Administrative Agent shall have determined that (A) it has become unlawful or impossible for any Lender to maintain the Loan as a LIBOR Borrowing or

Appears in 2 contracts

Samples: Loan Agreement (Sunrise Senior Living Inc), Loan Agreement (Sunrise Senior Living Inc)

Interest Elections. (a) Each Term Loan Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in the applicable Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different the other Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.4. The Borrower may elect different options with respect to different portions of the affected a Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.4 shall not apply to Swingline Borrowings, which may not be converted or continued. (b) To make an election pursuant to this Section 2.07, the The Borrower shall notify the Administrative Agent of such election in writing pursuant to this Section 2.4 by telephone (ia) in the case of the continuation of or conversion into a SOFR Eurodollar Borrowing, not later than 1:00 p.m., New York City time, 11:00 a.m. three Business Days before the date of the proposed election requested continuation or conversion or (iib) in the case of a Base Rate conversion into an ABR Borrowing, not later than 12:00 noon, New York City time, 11:00 a.m. one Business Day before the date of the proposed electionrequested conversion. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election. If any Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Revolving Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 1:00 p.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 1:00 p.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/ Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Lenders holding Loans comprising such Borrowing shall have otherwise consented in writing. No conversion of any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Pennant Group, Inc.), Credit Agreement (Pennant Group, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three Business Days before the date prior to a continuation of the proposed election or (ii) in the case of conversion into a Base Rate Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)

Interest Elections. (a) Each Term Loan Borrowing The Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have an initial Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such BorrowingInterest Periods therefor, all as provided in this Section 2.02. The Borrower may elect different options Interest Periods with respect to different portions of the affected BorrowingLoans, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and affected portion of the Loans comprising each such portion shall be considered a separate BorrowingLoans. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Borrowing, not later than by telephone by 1:00 p.m., p.m. New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing amount of the Loans to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing Loan (in which case the information to be specified pursuant to clauses clause (iii) and (iv) below shall be specified for each resulting BorrowingLoan); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is Interest Period to be applicable thereto after giving effect to such election, which shall be a Base Rate Borrowing or a SOFR Borrowingperiod contemplated by the definition of the term “Interest Period”. If any such Interest Election Request does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting BorrowingLoan. (e) There shall be no more than five (5) Interest Periods outstanding at any time. If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing Loan is repaid as provided herein, at the end of such Interest Period such Borrowing Loan shall automatically be continued as a SOFR Borrowing having have an Interest Period of three month’s durationmonths. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Senior Secured Loan Agreement, Senior Secured Loan Agreement

Interest Elections. (a) Each Term Loan Borrowing initially shall be On the last day of the Type specified in the applicable Borrowing Request andeach Interest Period, in the case of a SOFR Borrowing, shall have an Interest Period of three months. Thereafterwith respect to any Advance, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing. The Borrower may elect different options with respect to different portions of the affected Borrowing, Advance for one or more new Interest Periods as provided in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowingthis Section 5. (b) To make an election pursuant to this Section 2.075, the Borrower shall notify the Administrative Facility Agent of such election in writing (i) in the case of a SOFR Borrowing, not by hand delivery or facsimile no later than 1:00 p.m., 11:00 A.M. New York City time, time at least three Business (3) Banking Days before prior to the date expiration of the proposed election or then current Interest Period relating to such Advance (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed electioneach an “Interest Election Request”). Each such written Interest Election Request shall be irrevocable and shall be substantially in a form approved by the form of a written Interest Election Request Facility Agent and signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing Advance to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing)Advance; (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Banking Day; and (iii) whether the resulting Borrowing is Interest Period to be applicable thereto after giving effect to such election, which shall be a Base Rate Borrowing or a SOFR Borrowingperiod contemplated by the definition of Interest Period. If the Borrower does not request an Interest Period, it shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Facility Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting BorrowingAdvance. (e) If the Borrower fails to deliver a timely Interest Election Request with respect on or prior to a SOFR Borrowing the date that is three (3) Banking Days prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is Advance shall be repaid as provided herein, at on the end last day of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s durationprovided herein. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Facility Agreement (OSG America L.P.), Senior Secured Revolving Credit Facility Agreement (OSG America L.P.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.6 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 1:00 p.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 1:00 p.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically be continued as to a SOFR Eurodollar Borrowing having with an Interest Period of three one month’s duration. (f) Notwithstanding any contrary provision hereof. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if an Event of Default has occurred and is continuing exists, unless the Administrative Agent and the Administrative Agent, at the request Required Lenders shall have otherwise consented in writing. No conversion of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Landmark Infrastructure Partners LP)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 12:00 p.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 12:00 p.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Eurodollar Borrowing with a one-month term. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having with an Interest Period of three month’s duration. greater than one (f1) Notwithstanding any contrary provision hereof, month if an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified by the Borrower in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 12:00 p.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 12:00 p.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Class and Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three Business Days before the date prior to a continuation of the proposed election or (ii) in the case of conversion into a Base Rate Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies Lenders of the Borrower, then, so long as an Event Class of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR such Borrowing shall have otherwise consented in writing. No conversion of any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period in respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the applicable theretoClass of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request andNotice of Borrowing, and in the case of a SOFR Borrowing, shall have an initial Interest Period as specified in such Notice of three monthsBorrowing. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, and in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.8. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) . This Section 2.8 shall not apply to Swingline Borrowings, which may not be converted or continued. To make an election pursuant to this Section 2.072.8, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing substantially in the form of Exhibit 2.8 attached hereto (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) U.S. Government Securities Business Days prior to a continuation of or conversion into a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iiiSection 2.8(b)(iii) and (ivSection 2.8(b)(iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing. ; and (div) Promptly following if the resulting Borrowing is to be a SOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. If, on the expiration of any Interest Period in respect of any SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a SOFR Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any SOFR Loans shall be permitted except on the last day of the Interest Period in respect thereof. Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit Agreement (Aaron's Company, Inc.), Credit Agreement

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower Borrowers shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Borrowing, by telephone not later than 1:00 p.m., New York City time, 11:00 a.m. three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the effective date of the proposed election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery, e-mail or telecopy to the form Administrative Agent of a written Interest Election Request substantially in the form of Exhibit J and signed by the BorrowerBorrowers. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.2: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and through (ivvi) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; (iv) if the resulting Borrowing is an ABR Borrowing, the aggregate amount (which shall be an integral multiple of $100,000 and not less than $500,000); (v) if the resulting Borrowing is a Eurodollar Borrowing, the aggregate amount (which shall be an integral multiple of, and not less than, $1,000,000); and (vi) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails Borrowers fail to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Eurodollar Borrowing having with an Interest Period of three one month’s duration. (f) , subject to the following sentence. Notwithstanding any contrary provision hereof, (i) if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, Agent so notifies the BorrowerBorrowers, then, so long as an Event of Default is continuing, continuing (iA) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (iiB) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable theretothereto and (ii) no Revolving Loan Borrowing or Term Loan Borrowing may be made as, be converted into or be continued as a Eurodollar Borrowing with an Interest Period ending after the Maturity Date.

Appears in 2 contracts

Samples: Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 1:00 p.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 1:00 p.m. three (3) Business Days prior to a continuation of or conversion into a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing, and (iv) if the resulting Borrowing is to be a SOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a SOFR Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders holding Loans comprising such Borrowing shall have otherwise consented in writing. No conversion of any SOFR Loan shall be permitted except on the last day of the Interest Period in respect thereof. (d) Promptly following Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit Agreement (PACS Group, Inc.), Credit Agreement (Pennant Group, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, Section 2.01 and shall have an initial Interest Period of three monthsas specified in such Section. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (i) in the case of a SOFR conversion of a Borrowing to or a continuation of a Borrowing as a LIBOR Borrowing, by not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed election continuation or conversion or (ii) in the case of a Base Rate conversion of a Borrowing to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionconversion; provided, that, if the Borrower wishes to request LIBOR Loans having an Interest Period other than 1, 2, 3 or 6 months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, four Business Days prior to the requested date of such LIBOR Borrowing, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and, not later than 11:00 a.m., New York City time, three Business Days before the requested date of such LIBOR Borrowing, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such written Interest Election Request telephonic notice shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or fax to the form Administrative Agent of a an executed written Interest Election Request signed by the Borrower. Notwithstanding any other provision of this Section, the Borrower shall not be permitted to elect an Interest Period for LIBOR Loans that does not comply with Section 2.02(d). (c) Each telephonic notice referred to in the preceding paragraph (b) and each written Interest Election Request shall specify the following information in compliance with Section 2.022.02 and paragraph (e) of this Section: (i) the Borrowing to which such notice and Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such notice and Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR LIBOR Borrowing; and (iv) if the resulting Borrowing is to be a LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such notice and Interest Election Request requests a LIBOR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any other provision of this Agreement, the Borrower may elect a Non-Standard Interest Period on only a single occasion, and only for the purpose of causing the subsequent Interest Periods under this Agreement to end on the same dates as each “Interest Period” under and as defined in the Existing Credit Agreements. Each Lender waives any “breakage” costs that it would otherwise be entitled to pursuant to Section 2.15 of any of the Existing Credit Agreements in connection with the repayment of the Existing Credit Agreements on the Closing Date. (d) Promptly following receipt of an Interest Election RequestRequest in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR LIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower (provided, that, no such notice shall be required in the case of any Event of Default under clause (h) or (i) of Article VII with respect to the Borrower), then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR LIBOR Borrowing and (ii) unless repaid, each SOFR LIBOR Borrowing shall be converted to a Base Rate Borrowing shall, at the end of the Interest Period applicable thereto, be converted to an ABR Borrowing. (f) To the extent that any calculation of interest required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (CDK Global, Inc.), Term Loan Credit Agreement (CDK Global, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, thenwhich shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing Borrower shall automatically be continued as a SOFR Borrowing having deemed to have selected an Interest Period of three one month’s duration. (f) Notwithstanding . The principal amount of any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR resulting Borrowing shall be converted to a satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowing at the end of the Interest Period applicable theretoBorrowings set forth in Section 2.3.

Appears in 2 contracts

Samples: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. on the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Borrowing and (y) prior to 1:00 p.m. (A) three (3) Business Day before Days prior to the requested date of any conversion to or continuation of Eurodollar Loans denominated in Dollars or of any conversion of Eurodollar Loans denominated in Dollars to Base Rate Loan and (B) four (4) Business Days prior to the proposed electionrequested date of any continuation of Eurodollar Loans denominated in the Alternative Currency. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing (including the Class) to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether whether, in the case of a Borrowing denominated in Dollars, the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing; provided, however, such Loan shall automatically be of the same Class; provided further, however, that in the case of a failure to timely request a continuation of Loans denominated in the Alternative Currency, such Loans shall be continued as a SOFR Borrowing having Eurodollar Loans in their original currency with an Interest Period of three one month’s duration. (f) Notwithstanding any contrary provision hereof. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. No Loan may be converted into a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each affected Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (EVO Payments, Inc.), Credit Agreement and Security Agreement (EVO Payments, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 1:00 p.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 1:00 p.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/ Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Ensign Group, Inc), Credit Agreement (Ensign Group, Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall During the Primary Syndication, Borrowings must be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have an Interest Period of three monthsmaintained as ABR Loans. Thereafter, the Administrative Borrower (on behalf of the Borrowers) may elect to convert such Borrowing to a different Type or to continue such BorrowingBorrowing and may elect Interest Periods therefor, all as provided in this Section 2.06. The Administrative Borrower (on behalf of the Borrowers) may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Administrative Borrower shall notify the Administrative Agent of such election in writing by telephone (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election Borrowing, or (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or facsimile to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Administrative Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion Applicable Percentage of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Second Lien Term Loan Credit Agreement (Talecris Biotherapeutics Holdings Corp.), First Lien Term Loan Credit Agreement (Talecris Biotherapeutics Holdings Corp.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of Agent and the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders have determined in their sole discretion not to permit such conversion or continuation. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowingas applicable, shall have an the Interest Period of three monthsspecified in a Loan Notice or pursuant to Section 2.03 or 2.20, as applicable. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Rate Loan Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone by (i) in the case of a SOFR Eurodollar Rate Loan Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the effective date of the proposed such election or (ii) in the case of a Base Rate Loan Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the effective date of the proposed such election, immediately followed, in each case by a Loan Notice. Each such written telephonic Interest Election Request and corresponding written Loan Notice shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each written telephonic Interest Election Request and subsequent written Loan Notice shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate Loan Borrowing or a SOFR Eurodollar Rate Loan Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Rate Loan Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Rate Loan Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Rate Loan Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as converted to a SOFR Borrowing having an Interest Period of three month’s duration. (f) Base Rate Loan Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Rate Loan Borrowing and (ii) unless repaid, each SOFR Eurodollar Rate Loan Borrowing shall be converted to a Base Rate Loan Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Term Loan Agreement (Teradata Corp /De/), Term Loan Agreement (Teradata Corp /De/)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Term SOFR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Term SOFR Borrowing; and (iv) if the resulting Borrowing is to be a Term SOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Term SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Term SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Term SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Term SOFR Borrowing if an Event of Default has occurred and is continuing. No conversion of any Term SOFR Loans shall be permitted except on the last day of the Interest Period in respect thereof. (d) Promptly following Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit Agreement (OneWater Marine Inc.), Credit Agreement (OneWater Marine Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower Representative may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower Representative shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Continuation/Conversion”) (x) prior to 2:00 p.m. (Atlanta, Georgia time) one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 2:00 p.m. (Atlanta, Georgia time) three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Continuation/Conversion shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Continuation/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Continuation/Conversion, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Continuation/Conversion requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower Representative shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower Representative shall have failed to deliver a Notice of Continuation/Conversion, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower Representative shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Continuation/Conversion, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Fox Factory Holding Corp), Revolving Credit and Term Loan Agreement (Fox Factory Holding Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request Funding Notice and, in the case of a SOFR BorrowingEurodollar Loan, shall have an initial Interest Period of three monthsas specified in such Funding Notice. Thereafter, the Borrower may elect to convert such Borrowing Loan to a different Type or to continue such BorrowingLoan and, in the case of a Eurodollar Loan, may elect Interest Periods therefor, all as provided in this Section 2.06. The Borrower on their behalf may elect different options with respect to different portions of the affected BorrowingLoan, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such BorrowingLoan, and the Loans comprising each such portion shall be considered a separate BorrowingLoan. Notwithstanding anything to the contrary, the Borrower shall not be entitled to request any conversion or continuation that, if made, would result in more than five (5) Eurodollar Loans outstanding hereunder at any one time. (b) To make an election pursuant to this Section 2.072.06, the Borrower shall notify deliver a Conversion/Continuation Notice to the Administrative Agent no later than 11:00 a.m. (New York City time) at least one (1) Business Day in advance of such election in writing the proposed conversion date (i) in the case of a SOFR Borrowing, not later than 1:00 p.m., New York City time, conversion to an ABR Loan) and at least three (3) Business Days before the date in advance of the proposed election or conversion/continuation date (ii) in the case of a Base Rate Borrowingconversion to, not later than 12:00 noonor a continuation of, New York City timea Eurodollar Loan) (the “Conversion/Continuation Notice”). Except as otherwise provided herein, one Business Day before the date of the proposed election. Each such written Interest Election Request a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be substantially bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the form Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be an ABR Loan. If any such Conversion/Continuation Notice requests a written Eurodollar Loan but does not specify an Interest Election Request signed by Period, then the BorrowerBorrower shall be deemed to have selected an Interest Period of one month’s duration. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing. (d) Promptly following receipt of an Interest Election Requesta Conversion/Continuation Notice, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting BorrowingLoan. (ed) If the Borrower fails to deliver a timely Interest Election Request Conversion/Continuation Notice with respect to a SOFR Borrowing Eurodollar Loan is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing Loan is repaid as provided herein, at the end of such Interest Period such Borrowing Loan shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Loan. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and continuing, the Administrative Agent, at the request of Agent or the Required LendersLenders may require, so notifies by notice to the Borrower, then, so long as an Event of Default is continuing, that (i) no outstanding Borrowing Loan may be converted to or continued as a SOFR Borrowing Eurodollar Loan and (ii) unless repaid, each SOFR Borrowing Eurodollar Loan shall be converted to a Base Rate Borrowing an ABR Loan at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Five Below, Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided, however, that any conversion of a Eurodollar Borrowing into an ABR Borrowing shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing request by telephone (i) in the case of a SOFR conversion from or continuation of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three two Business Days before the date of the proposed election or Borrowing, and (ii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. Table of Contents If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Loan Agreement (Cooper Companies Inc)

Interest Elections. (a) Each Revolving Loan Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07with respect to a Borrowing, the Borrower shall notify the Administrative Agent Lenders holding the Loans comprising such Borrowing of such election in writing by telephone by (i) in the case of a SOFR conversion into or continuation of a Eurodollar Borrowing, or election of Interest Periods therefor, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed election conversion or continuation or (ii) in the case of a Base Rate conversion into or continuation of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionconversion or continuation. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in the form confirmed promptly by hand delivery or facsimile to each such Lender of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.02 and paragraph (e) of this Section: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". 30 If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and any Lender may notify the Administrative Agent, at Borrower that it may no longer convert or continue the request of the Required Lenders, so notifies the Borrower, thenBorrowings held by such Lender as Eurodollar Borrowings. In such case, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing held by such Lender may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing held by such Lender shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto. (e) A Borrowing of any Class may not be converted to or continued as a Eurodollar Borrowing if after giving effect thereto (i) the Interest Period therefor would commence before and end after a date on which any principal of the Loans of such Class is scheduled to be repaid and (ii) the sum of the aggregate principal amount of outstanding Eurodollar Borrowings of such Class with Interest Periods ending on or prior to such scheduled repayment date plus the aggregate principal amount of outstanding ABR Borrowings of such Class would be less than the aggregate principal amount of Loans of such Class required to be repaid on such scheduled repayment date.

Appears in 1 contract

Samples: Credit Agreement (T Netix Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing or a SOFR Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing or a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.9. The Borrower Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding any other provision of this Section 2.9, (i) the Borrowers will not be permitted to change the currency of any Borrowing and (ii) Loans denominated in an Alternative Currency will not be permitted to be converted into ABR Revolving Credit Borrowings. (b) To make an election pursuant to this Section 2.072.9, the applicable Borrower shall notify the applicable Administrative Agent of such election in writing by email by (i) in the case of a Eurodollar Borrowing or a SOFR Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days (or five Business Days in the case of a Special Notice Currency) before the proposed effective date of the proposed election (or such later time and/or date as may be agreed by the applicable Administrative Agent in its reasonable discretion) or (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the proposed effective date of the proposed electionelection (or such later time and/or date as may be agreed by the applicable Administrative Agent in its reasonable discretion). Each such written email Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or facsimile to the form applicable Administrative Agent of a written Interest Election Request signed by the applicable Borrower. (c) Each email and written Interest Election Request shall specify the following information in compliance with Section 2.02:2.5: |US-DOCS\138541167.4141447058.7|| (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be an ABR Borrowing, a Base Rate Eurodollar Borrowing or a SOFR Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing or a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing or a SOFR Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the applicable Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing or a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Period, such Borrowing shall automatically be converted to an ABR Borrowing; provided, however, that in the case of a failure to timely request a continuation of Eurodollar Borrowing denominated in an Alternative Currency, such Loans shall be continued as a Eurodollar Loans or SOFR Borrowing having Loans in their original currency with an Interest Period of three one month’s duration. (f) . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the applicable Administrative Agent, at the request of the Required Lenders, so notifies the BorrowerBorrowers, then, so long as an Event of Default is continuing, continuing (ix) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing or SOFR Borrowing and (iiy) unless repaid, each Eurodollar Borrowing or SOFR Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.. In addition to the foregoing, during the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Loans or SOFR Loans (whether in US Dollars or any Alternative Currency, as applicable) without the consent of the Required Revolving Lenders or the Required Term Lenders, as applicable, and the Required Revolving Lenders may demand that any or all of the then outstanding Eurodollar Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the US Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. |US-DOCS\138541167.4141447058.7||

Appears in 1 contract

Samples: Credit Agreement (Herbalife Ltd.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. two (2) U.S. Government Securities Business Days prior to a continuation of or conversion into a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing. , and (div) Promptly following receipt of an Interest Election Request, if the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails Borrowing is to deliver a timely Interest Election Request with respect to be a SOFR Borrowing prior to the end of Borrowing, the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one (1) month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to continue such Borrowing shall automatically be continued as a SOFR Borrowing having an with the same Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereofPeriod. No Borrowing may be converted into, or continued as, a SOFR Borrowing if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a any SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 1 contract

Samples: Revolving Credit Agreement (Sila Realty Trust, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Revolving Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower Borrowers may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower Borrowers shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrowers shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrowers shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrowers shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Dakota Plains Holdings, Inc.)

Interest Elections. (a) Each Term Loan The initial Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR an ABR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (ia) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 3:00 p.m., New York City time, three Business Days days before the date of the proposed election Borrowing or (iib) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s Lender's portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Term Loan Agreement (Goodyear Tire & Rubber Co /Oh/)

Interest Elections. (a) Each Term Loan Revolving Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing Request and, in the case of a Borrowing of Term SOFR BorrowingLoans or B/A EquivalentTerm XXXXX Loans, shall have an initial Interest Period or Contract Period as specified in such Notice of three monthsBorrowing. Thereafter, the Lead Borrower or the Canadian Borrower, as applicable, may elect to convert such Borrowing to a different Type or to continue such BorrowingBorrowing and, in the case of a Borrowing of Term SOFR Loans or B/A EquivalentTerm XXXXX Loans, may elect Interest Periods or Contract Periods, as applicable,, therefor, all as provided in this Section 2.08. The Lead Borrower and the Canadian Borrower, as applicable, may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, the Borrowers shall not be entitled to request any conversion or continuation that, if made, would result in more than twenty Borrowings of Term SOFR Loans or five Borrowings of B/A EquivalentTerm XXXXX Loans, outstanding hereunder at any one time. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued. (b) To make an election pursuant to this Section 2.072.08, the Lead Borrower or the Canadian Borrower, as applicable, shall notify the Administrative Agent of such election in writing by electronic transmission (iif arrangements for doing so have been approved by the Administrative Agent, which approval shall not be unreasonably withheld, delayed or conditioned) in by the case time that a Notice of Borrowing would be required under Section 2.03 if such Borrower was requesting a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before Revolving Borrowing of the Type resulting from such election to be made on the effective date of the proposed election or (ii) in the case of a Base Rate Borrowingsuch election, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed electionsubject to Section 3.05. Each such written Interest Election Request shall be irrevocable and Notice of Conversion/Continuation shall be substantially in the form of a written Interest Election Request signed Exhibit A‑2, unless otherwise agreed to by the Administrative Agent and the Lead Borrower or the Canadian Borrower, as applicable. Whenever the Canadian Borrower desires to convert or continue any Canadian Prime Loans as B/A EquivalentTerm XXXXX Loans, the Canadian Borrower shall give the Administrative Agent a Notice of Conversion/Continuation, no later than 1:00 p.m. (New York City time) at least two Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, the Administrative Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Canadian Prime Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the ContractInterest Period (which shall be deemed to be one month if not specified). (c) Each written Interest Election Request Notice of Conversion/Continuation shall specify the following information in compliance with Section 2.02: (i2) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii4) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and; (iii6) whether the resulting Borrowing is to be a Borrowing of U.S. Base Rate Loans, a Borrowing of Term SOFR Loans, a Borrowing of Canadian Base Rate Loans, a Borrowing of Canadian Prime Loans or a Borrowing of B/A EquivalentTerm XXXXX Loans; (8) the currency of the resulting Borrowing; and (10) if the resulting Borrowing is a Borrowing of Term SOFR BorrowingLoans or B/A EquivalentTerm XXXXX Loans, the Interest Period or Contract Period, as applicable, to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” or “Contract Period,” as applicable. If any such Notice of Conversion/Continuation requests a Borrowing of Term SOFR Loans or B/A EquivalentTerm XXXXX Loans but does not specify an Interest Period or Contract Period, then the Lead Borrower or the Canadian Borrower, as applicable, shall be deemed to have selected an Interest Period or Contract Period of one month’s duration. No Borrowing may be converted into or continued as a Borrowing denominated in a different currency, but instead must be prepaid in the original currency of such Borrowing and reborrowed in the other currency. (d) Promptly following receipt of an Interest Election Requesta Notice of Conversion/Continuation, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request Notice of Conversion/Continuation with respect to a Borrowing of Term SOFR Borrowing Loans is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued converted to a Borrowing of U.S. Base Rate Loans or Canadian Base Rate Loans, as applicable. If a SOFR Notice of Conversion/Continuation with respect to a Borrowing having an Interest of B/A EquivalentTerm XXXXX Loans is not timely delivered prior to the end of the ContractInterest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of three month’s duration. (f) such ContractInterest Period such Borrowing shall be converted to a Borrowing of Canadian Prime Loans. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Lead Borrower, then, so long as an after the occurrence and during the continuance of such Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Borrowing of Term SOFR Borrowing Loans or B/A EquivalentTerm XXXXX Loans and (ii) unless repaid, each Borrowing of Term SOFR Borrowing Loans and B/A EquivalentTerm XXXXX Loans shall be converted to a Borrowing of U.S. Base Rate Borrowing Loans or Canadian Base Rate Loans, as applicable, or Canadian Prime Loans, respectively, at the end of the Interest Period or Contract Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Ryerson Holding Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term SOFR Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided, however, that any conversion of a Term SOFR Borrowing into an ABR Borrowing shall be made on, and only on, the last day of an Interest Period for such Term SOFR Loans. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing request by telephone (i) in the case of a conversion from or continuation of a Term SOFR Borrowing, not later than 1:00 p.m., New York City time, three two Business Days before the date of the proposed election or Borrowing, and (ii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a Term SOFR Borrowing; and (iv) if the resulting Borrowing is a Term SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Term SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing.. NAI-1534445371v61539529111v7 (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a Term SOFR Borrowing and (ii) unless repaid, each Term SOFR Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Term Loan Agreement (Cooper Companies, Inc.)

Interest Elections. (a) Each Term Borrowing of Tranche A Loans, the Borrowing of the Tranche B Loan, the Borrowing of the Initial Tranche C Loan and the Borrowing of the Subsequent Tranche C Loan initially shall be of the Type or, in the case of the Tranche B Loan, the Initial Tranche C Loan and the Subsequent Tranche C Loan, Types specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing Borrowings to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding of the Loans same Class comprising such Borrowing, and the Loans Tranche A Loans, Tranche B Loan and Tranche C Loan, as the case may be, comprising each such portion Type shall be considered a separate Borrowing. (b) To make an election Interest Election Request pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone by (ix) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m. New York City time, three (3) Business Days before the effective date of such election and (y) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, three Business Days before on the effective date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed such election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery, courier or telecopy to the form Administrative Agent of a written Interest Election Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.01: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term Interest Period . If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Xxxxxx’s Lender s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Eurodollar Borrowing having an Interest Period of three one month’s duration. (f) . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrowercontinuing, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Guaranty Agreement

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders (as applicable) holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit F attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.5. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event applicable Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender (as applicable) of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 1 contract

Samples: Revolving Credit Agreement (NexPoint Residential Trust, Inc.)

Interest Elections. (a) Each Term Loan Borrowing (other than a Swingline Borrowing) initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to (other than a Swingline Borrowing) into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing substantially in the form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing exists and the Required Lenders have elected to suspend such rights. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent, at the request Agent shall promptly notify each Lender of the Required Lenders, so notifies the Borrower, then, so long as an Event details thereof and of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, such Lender’s portion of each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable theretoresulting Borrowing.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.)

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Interest Elections. (a) Each Term Loan The Borrowing on the Closing Date initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have Loans with an Interest Period of three monthsone month. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. two (2) U.S. Government Securities Business Days prior to a continuation of or conversion into a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing, and (iv) if the resulting Borrowing is to be a SOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one (1) month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to continue such Borrowing as a SOFR Borrowing with the same Interest Period. No Borrowing may be converted into, or continued as, a SOFR Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any SOFR Loan shall be permitted except on the last day of the Interest Period in respect thereof. (d) Promptly following Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Term Loan Agreement (Sila Realty Trust, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided, that, if the Borrower fails to specify a Type of Loan in the Borrowing Request, then the Loans shall be made as Eurodollar Loans with an Interest Period of three monthsone month and if the Borrower requests a Borrowing of Eurodollar Loans, but fails to specify an Interest Period, it will be deemed to have requested an Interest Period of one month’s duration. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.9. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.9, the Borrower shall notify the Administrative Agent of such election in writing by hand delivery, facsimile or other electronic transmission by (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before the proposed effective date of the proposed election (or such later time and/or date as may be agreed by the Administrative Agent in its reasonable discretion) or (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noonp.m., New York City time, one Business Day before on the proposed effective date of the proposed electionelection (or such later time and/or date as may be agreed by the Administrative Agent in its reasonable discretion). Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrowerirrevocable. (c) Each written Interest Election Request shall be in the form attached as Exhibit M and shall specify the following information in compliance with Section 2.022.5: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Period, such Borrowing shall automatically be continued continue as a SOFR Eurodollar Borrowing having with an Interest Period of three one month’s duration. (f) . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (iA) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (iiB) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Foundation Building Materials, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term SOFR Borrowing, shall have an initial Interest Period of three monthsas specified in the Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding any other provision of this Section, the Borrower shall not be permitted to change the Class of any Borrowing or elect an Interest Period for a Term SOFR Borrowing, in each case, that does not comply with Section 2.02(d). (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by submitting a completed written Interest Election Request, executed by a Financial Officer of the Borrower, (i) in the case of a conversion to or a continuation of a Term SOFR Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed election conversion or continuation (or, in the case of any such conversion requested to be made on the Funding Date, such shorter notice period as may be agreed by the Administrative Agent), (ii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the date of the proposed electionconversion or (iii) if applicable pursuant to Section 2.11, in the case of a conversion to a Daily Simple SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed conversion. Each such written Interest Election Request shall be irrevocable and shall be substantially revocable at any time prior to the effective date of the conversion or continuation specified in such notice (subject to the form of a written Interest Election Request signed payment by the Borrower. (cBorrower of amounts described in Section 2.13 if the Administrative Agent has already given notice of such requested conversion or continuation to the Lenders of the applicable Class) Each written Interest Election Request and shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) the Type of the resulting Borrowing; and (iiiiv) whether if the resulting Borrowing is to be a Base Rate Borrowing or a Term SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. (dc) Promptly following receipt of an Interest Election RequestRequest in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such XxxxxxLxxxxx’s portion of each resulting Borrowing. (ed) If the Borrower fails to deliver a timely Interest Election Request with respect to a Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided hereinherein and subject to Section 2.11, at the end of such Interest Period such Borrowing shall (i) if such Interest Period would be permitted by Section 2.02(d), automatically be continued as a Term SOFR Borrowing having for an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing one month and (ii) unless repaidotherwise, each SOFR Borrowing shall automatically be converted to a Base Rate Borrowing at the end of the Interest Period applicable theretoan ABR Borrowing.

Appears in 1 contract

Samples: Bridge Credit Agreement (RTX Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. two (2) U.S. Government Securities Business Days prior to a continuation of or conversion into a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing, and (iv) if the resulting Borrowing is to be a SOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one (1) month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to continue such Borrowing as a SOFR Borrowing with the same Interest Period. No Borrowing may be converted into, or continued as, a SOFR Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any SOFR Loan shall be permitted except on the last day of the Interest Period in respect thereof. (d) Promptly following Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Sila Realty Trust, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of an ABR Loan. Thereafter, the Type specified in the applicable Borrowing Request Company may elect to convert such Loan to a different type or to continue such Loan and, in the case of a SOFR BorrowingEurodollar Loan, may elect Interest Periods therefor, all as provided in this Section 2.15; provided that (i) no Loan with a principal amount of less than $1,000,000 shall have an Interest Period be converted to, or continued as, a Eurodollar Loan and (ii) there shall not at any time be more than a total of three months. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Eurodollar Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowingoutstanding. (b) To make an election pursuant to this Section 2.072.15, the Borrower Company shall notify give notice to the Administrative Agent of such election in writing election, specifying the information required pursuant to Section 2.15(c), (i) in the case of a SOFR Borrowingif such Loan is to be an ABR Loan, not later than 1:00 p.m., before 12:00 noon (New York City time, three ) at least one Business Days before Day prior to the effective date of the proposed election such conversion or continuance or (ii) in the case of if such Loan is to be a Base Rate BorrowingEurodollar Loan, not later than before 12:00 noon, noon (New York City time, one ) at least three Business Day before Days prior to the effective date of the proposed electionsuch conversion or continuance (each an "Interest Election Request"). Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrowerirrevocable. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing Loan to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing)applies; (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing Loan is to be a Base Rate Borrowing an ABR Loan or a SOFR BorrowingEurodollar Loan; and (iv) if the resulting Loan is a Eurodollar Loan, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Eurodollar Loan but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender Participating Bank of the details thereof and of such Xxxxxx’s Participating Bank's portion of each resulting BorrowingLoan. (e) If the Borrower Company fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing Eurodollar Loan prior to the end of the Interest Period applicable thereto, then, unless such Borrowing Loan is repaid as provided herein, at the end of such Interest Period such Borrowing Loan shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Loan. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required LendersBanks, so notifies the BorrowerCompany, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing Loan may be converted to or continued as a SOFR Borrowing Eurodollar Loan and (ii) unless repaid, each SOFR Borrowing Eurodollar Loan shall be converted to a Base Rate Borrowing an ABR Loan at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Letter of Credit and Reimbursement Agreement (Contifinancial Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request at closing and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent EDR (on behalf of the Borrower) of such election in writing request by telephone (ia) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City Boston, Massachusetts time, three Business Days before the date of the proposed election or (iib) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon, New York City Boston, Massachusetts time, one Business Day before the date of the proposed election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in the form of Exhibit E (with proper election made for an interest rate election) and signed by EDR, on behalf of the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s Lender's portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Education Realty Trust, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, and shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such any Tranche A Borrowing to a Tranche A Borrowing of a different Type or to continue such Borrowingand, in the case of any Eurocurrency Borrowing of either Class, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall thereupon be considered separate Loans and a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify hand deliver or telecopy to the Administrative Applicable Agent of such election in writing an Interest Election Request (ia) in the case of if a SOFR BorrowingEurocurrency Borrowing shall be elected, not later than 1:00 3:00 p.m., New York City timeLocal Time, three Business Days before the effective date of the proposed election or such election, (iib) in the case of if a Base Rate BorrowingCD Borrowing shall be elected, not later than 12:00 noon10:30 a.m., New York City timeLocal Time, one two Business Day Days before the effective date of such election and (c) if an ABR Borrowing shall be elected, not later than 10:30 a.m., Local Time, on the proposed effective date of such election. Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrowerirrevocable. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) if the resulting Borrowing is to be a Tranche A Borrowing, whether the resulting Borrowing is to be an ABR Borrowing, a Base Rate Eurocurrency Borrowing or a SOFR CD Borrowing; and (iv) If any such Interest Election Request does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's, 30 days' or seven days' duration in respect of a Eurocurrency Borrowing , CD Borrowing or ABR Borrowing, respectively, as the case may be. (d) Promptly following receipt of an Interest Election Request, the Administrative Applicable Agent shall advise each Lender of the details thereof and of such Xxxxxx’s Lender's portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing at least three Business Days prior to the end of the Interest Period applicable thereto, then, unless the Borrower shall have notified the Applicable Agent at least three Business Days prior to the end of such Interest Period that such Borrowing is will be repaid as provided herein, herein at the end of such Interest Period Period, such Borrowing shall automatically be (i) in the case of a Tranche A Borrowing, continued as or converted to a SOFR Dollar Eurocurrency Borrowing having with an Interest Period of three one month’s 's duration, and (ii) in the case of a Tranche B Borrowing, continued as a Euro Eurocurrency Borrowing with an Interest Period of one month's duration. (f) Notwithstanding any contrary other provision hereofof this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, Borrower shall not be entitled (i) no outstanding to convert any Borrowing may be converted to or continued as a SOFR Borrowing and of a different Class, (ii) unless repaid, each SOFR to convert any Tranche B Borrowing shall be converted to a Base Rate CD Borrowing at the end of or an ABR Borrowing or (iii) to convert or continue any Borrowing as a CD Borrowing if the Interest Period applicable theretorequested with respect thereto would end after the Maturity Date or, in the case of a Euro Eurocurrency Loan or a Dollar Eurocurrency Loan, more than one month after the Maturity Date; provided that the provisions of Section 2.16 shall apply to any Loan having an Interest Period that ends after the Maturity Date.

Appears in 1 contract

Samples: Term Loan Agreement (Goodyear Tire & Rubber Co /Oh/)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of Following the Type specified in the applicable Borrowing Request and, in the case of a SOFR initial Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such any Borrowing to a different Type or to continue such any Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (ia) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m., New York City timeby 11:00 a.m., three Business Days before the effective date of the proposed election conversion or continuation or (iib) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before 11:00 a.m. on the effective date of the proposed electionconversion or continuation. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Concho Resources Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type have an initial Interest Period as specified in the applicable relevant Borrowing Request and, in the case of a SOFR Borrowing, shall have an Interest Period of three monthsor designated by Section 2.03. Thereafter, the Borrower may elect to convert continue such Borrowing to a different Type or to continue such Borrowingand may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Borrowing, by telephone by not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed electioncontinuation. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery, facsimile or other electronic transmission to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.03: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses clause (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and (iii) whether the resulting Borrowing is Interest Period to be applicable thereto after giving effect to such election, which shall be a Base Rate Borrowing or a SOFR Borrowingperiod contemplated by the definition of the term “Interest Period.” If any such Interest Election Request does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election RequestRequest in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the with an Interest Period applicable theretowith a duration of one month.

Appears in 1 contract

Samples: Credit Agreement (Constellium N.V.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (ia) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 3:00 p.m., New York City time, three Business Days before the date of the proposed election Borrowing or (iib) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Third Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)

Interest Elections. (a) Each Term Loan Borrowing The Borrowings shall initially shall be Eurodollar Borrowings with the Interest Periods specified in clause (a) of the Type specified in the applicable Borrowing Request and, in the case definition of a SOFR Borrowing, shall have an Interest Period of three monthsPeriod”. Thereafter, the Borrower may elect to convert such a Borrowing to a different Type or to continue such a Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (ia) in the case of a SOFR request to convert or continue a Borrowing as a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed election conversion or continuation or (iib) in the case of a Base Rate request to convert or continue a Borrowing as an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the date of the proposed electionconversion or continuation. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.01: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, then at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable theretoan ABR Borrowing.

Appears in 1 contract

Samples: Assignment and Amendment Agreement (Level 3 Communications Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Term Benchmark Borrowing, shall have an initial Interest Period of three monthsas specified in the Borrowing Request or as otherwise provided in Section 2.02. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Term Benchmark Borrowing, not later than 1:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed election or (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one (1) Business Day before the date of the proposed election. Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by a Responsible Officer of the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Term Benchmark Borrowing; and (iv) if the resulting Borrowing is to be a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. (d) Promptly following receipt of an Interest Election RequestRequest in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having deemed to have an Interest Period of three that is one (1) month’s duration. (f) . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Term Benchmark Borrowing and (ii) unless repaid, each SOFR Term Benchmark Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Madison Square Garden Entertainment Corp.)

Interest Elections. (a) Each Term DIP Revolving Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR BorrowingEurodollar Loan, shall have an initial Interest Period of three monthsone month. Thereafter, a Financial Officer of the Borrower Company may elect to convert such Borrowing to a different Type or to continue such Borrowing. The Borrower A Financial Officer of the Company may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the DIP Revolving Loans comprising such Borrowing, and the DIP Revolving Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.04, the Borrower Company on behalf of the Borrowers shall notify the Administrative Disbursing Agent of such election in writing (i) in the case of a SOFR Borrowing, not by facsimile or electronic transmission no later than 1:00 p.m., New York City time, time (i) three Business Days before prior to the date effectiveness of such election in the case of the proposed election conversion into, or continuation of, a Eurodollar Loan or (ii) one Business Day prior to the effectiveness of such election in the case of a Base Rate Borrowingthe conversion into, not later than 12:00 noonor continuation of, New York City time, one Business Day before the date of the proposed electionan ABR Loan. Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request Exhibit B hereto and signed by a Financial Officer of the BorrowerCompany. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses clause (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing. (d) Promptly following receipt of an Interest Election Request, the Administrative Disbursing Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails Borrowers fail to deliver a timely Interest Election Request with respect to a SOFR Borrowing Eurodollar Loan prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Disbursing Agent, at the request of the Required Lenders, so notifies the BorrowerBorrowers, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing DIP Revolving Loan may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Borrowing Eurodollar Loan shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Dip Credit Agreement

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 1:00 p.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 1:00 p.m. three (3) Business Days prior to a continuation of or conversion into a EurodollarSOFR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR EurodollarSOFR Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a EurodollarSOFR Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/ Continuation requests a EurodollarSOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for EurodollarSOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any EurodollarSOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR EurodollarSOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Lenders holding Loans comprising such Borrowing shall have otherwise consented in writing. No conversion of any EurodollarSOFR Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 1 contract

Samples: Credit Agreement (Ensign Group, Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request continuing. No conversion of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 1 contract

Samples: Credit Agreement (OneWater Marine Inc.)

Interest Elections. (a) Each 2020 Extended Term Loan shall initially be deemed to be a Eurodollar Borrowing with an initial Interest Period equal to the remaining duration (as of the Sixth Amendment Date) of the Interest Period applicable to the Existing Term Loans (as defined in the Sixth Amendment) from which such 2020 Extended Term Loans were converted. Each 2016 Term Loan shall initially be deemed to be a Eurodollar Borrowing with the Interest Period in effect under the Original Credit Agreement immediately prior to the Sixth Amendment Date. Each other Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the theThe Borrower Representative may subsequently elect to convert such sucha Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower Representative shall notify the Administrative Agent of such election in writing by telephone by (ia) in the case of an election of a SOFR conversion to, or continuation of, a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before the date of the proposed election or (iib) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one (1) Business Day before the date of the proposed election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or facsimile to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the BorrowerBorrower Representative. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower Representative to elect an Interest Period for Eurodollar Loans that does not comply with Section 2.02. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the BorrowerBorrower Representative, then, so long as an Event of a Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Chefs' Warehouse, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request andNotice of Borrowing, and in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period as specified in such Notice of three monthsBorrowing. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing. The Borrower , and in the case of a Eurodollar Borrowing, may elect different options with respect to different portions of the affected BorrowingInterest Periods therefor, all as provided in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowingthis Section. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing each Borrowing (ia “Notice of Conversion/Continuation”) in that is to be converted or continued, as the case may be, (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing or a Federal Funds Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); Notice of Conversion/Continuation applies; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing, a Federal Funds Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings, Federal Funds Rate Borrowings and Base Rate Borrowings set forth in Section 2.2. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 1 contract

Samples: Revolving Credit Agreement (First Financial Bancorp /Oh/)

Interest Elections. (a) Each Term Loan Borrowing initially As of the Closing Date, all Loans shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have Eurodollar Loans with an Interest Period of three monthsone-month. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.08. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary Borrower shall not be entitled to request any conversion or continuation that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. (b) To make an election pursuant to this Section 2.072.08, the Borrower shall notify deliver, by hand delivery or facsimile (or by other electronic transmission), a duly completed and executed Interest Election Request to the Administrative Agent of such election in writing Agent, (i) in the case of a SOFR Borrowing, Eurodollar Borrowing not later than 1:00 p.m., p.m. New York City time, three two (2) Business Days before the date of the proposed election or Borrowing and (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrowerirrevocable. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely an Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to is not timely delivered before the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as converted to a SOFR Eurodollar Borrowing having with an Interest Period of three one month’s duration. (f) . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and continuing, the Administrative Agent, at the request of Agent or the Required LendersLenders may require, so notifies the by notice to Borrower, then, so long as an Event of Default is continuing, that (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Second Out Term Loan Credit Agreement (Internap Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower Borrowers may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall then be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower Agent shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. , and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrowers shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrowers shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrowers shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loan shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 1 contract

Samples: Revolving Credit Agreement (Cowen Group, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section but subject to Section 2.16. The Borrower may #96545445v8 elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit F attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 12:00 p.m. three (3) Business Days prior to a continuation of or conversion into a Term SOFR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Term SOFR Borrowing, and (iv) if the resulting Borrowing is to be a Term SOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Term SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Term SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Term SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Term SOFR Borrowing if an Event of Default exists and the Administrative Agent or the Required Lenders shall have notified the Borrower in writing of their determination not to permit such conversion or continuation. No conversion of any Term SOFR Loan shall be permitted except on the last day of the Interest Period in respect thereof. (d) Promptly following Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Pure Storage, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing. , and (div) Promptly following receipt of an Interest Election Request, if the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails Borrowing is to deliver a timely Interest Election Request with respect to be a SOFR Borrowing prior to the end of Borrowing, the Interest Period applicable theretothereto after giving effect to such election, then, unless which shall be a period contemplated by the definition of “Interest Period”. If any such Borrowing is repaid as provided herein, at the end Notice of such Interest Period such Borrowing shall automatically be continued as Conversion/ Continuation requests a SOFR Borrowing having but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of three one month’s duration. (f) Notwithstanding . The principal amount of any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR resulting Borrowing shall be converted to a satisfy the minimum borrowing amount for SOFR Borrowings and Base Rate Borrowing at the end of the Interest Period applicable theretoBorrowings set forth in Section 2.3.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request or as otherwise provided in this Section. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing (each, an “Interest Election Request”) by telephone (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.10:30 a.m., New York City time, three Business Days before the proposed effective date of the proposed such election or and (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day before on the day of a proposed effective date of the proposed such election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Agent of a written Interest Election Request signed by in the Borrower.form of Exhibit F. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing, and the minimum amounts thereof shall be in compliance with Section 2.02(c)); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as converted to a SOFR Eurodollar Borrowing having an Interest Period of three month’s one month duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Artisan Partners Asset Management Inc.)

Interest Elections. (a1) Each Term Loan Borrowing initially shall will be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall will have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower thereunder may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Such Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall will be allocated ratably among the Lenders holding the Term Loans comprising such Borrowing, and the Term Loans comprising each such portion shall will be considered a separate Borrowing; provided that the Term Loans comprising any Borrowing will be in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000; provided, further, that there shall not be more than twelve (12) SOFR Borrowings outstanding hereunder at any time. (b2) To make an election pursuant to this Section 2.072.04 following the initial date of Borrowing, the such Borrower shall will notify the Administrative Agent of such election in writing by telephone (ia) in the case of an election to convert to or continue a SOFR Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the effective date of the proposed such election or (iib) in the case of a Base Rate an election to convert to or continue an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, one Business Day before on the date of such election (provided that, notwithstanding the proposed foregoing, to make an election to convert any SOFR Borrowing to an ABR Borrowing prior to the end of the effective Interest Period of such SOFR Borrowing, such Borrower must notify the Administrative Agent not later than 1:00 p.m., three (3) Business Days before the effective date of such election. Each such written telephonic Interest Election Request shall will be irrevocable and shall be substantially in confirmed promptly by hand delivery, facsimile transmission or e-mail to the form Administrative Agent of a written Interest Election Request substantially in the form of Exhibit D (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)) and signed by the such Borrower. (c3) Each telephonic and written Interest Election Request shall will be irrevocable and will specify the following information in compliance with Section 2.02information: (ia) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iiic) and (ivd) below shall will be specified for each resulting Borrowing); (iib) the effective date of the election made pursuant to such Interest Election Request, which shall will be a Business Day; and; (iiic) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Borrowing; and (d) if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which will be a period contemplated by the definition of “Interest Period”. (d4) If any such Interest Election Request requests a SOFR Borrowing but does not specify an Interest Period, then such Borrower will be deemed to have selected a SOFR Borrowing having an Interest Period of one (1) month’s duration. (5) Promptly following receipt of an Interest Election Request, the Administrative Agent shall will advise each applicable Lender of the details thereof and of such XxxxxxLxxxxx’s portion of each resulting Borrowing. (e6) If the such Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall will be automatically converted into an ABR Borrowing. (7) Any portion of a Borrowing maturing or required to be repaid in less than one (1) month may not be converted into or continued as a SOFR Borrowing having an Interest Period of three month’s durationBorrowing. (f) 8) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the such Borrower, then, so long as an such Event of Default is continuing, (ia) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (iib) unless repaid, each SOFR Borrowing shall will be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Venator Materials PLC)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have an Interest Period of three monthsEurodollar Loan. Thereafter, the Borrower may elect to convert such Borrowing all (but not less than all) Term Loans to a different Type or subject to continue such Borrowing. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, this Section 2.6 and the Loans comprising each such portion shall be considered a separate BorrowingSection 2.13. (b) To make an election pursuant to this Section 2.072.6, the Borrower shall notify the Administrative Agent of such election in writing by telephone (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m. (New York, New York City time), three Business Days before the date of the proposed election applicable Interest Payment Date, or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon11:00 a.m. (New York, New York City time), one Business Day before the date of the proposed electionapplicable Interest Payment Date. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.2: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business DayQuarterly Date; and (iiiii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowingthereof. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of a Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate Borrowing at the end of the next Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Affinity Group Holding, Inc.)

Interest Elections. (a) Each Term Loan Borrowing (other than a Swingline Borrowing) initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to (other than a Swingline Borrowing) into a different Type or to continue such Borrowing, all as provided in this Section 2.7. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.7, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing substantially in the form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing exists and the Required Lenders have elected to suspend such rights. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent, at the request Agent shall promptly notify each Lender of the Required Lendersdetails thereof and of such Lender’s portion of each resulting Borrowing. (e) For the avoidance of doubt, so notifies any Interest Period elected by the BorrowerBorrower prior to the Amendment Effective Date that remains in effect on the Amendment Effective Date shall continue until it expires, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) in accordance with the terms hereof, unless repaid, each SOFR Borrowing shall be converted the Loan relating to a Base Rate Borrowing at the end of the such Interest Period applicable theretois reallocated pursuant to Section 2.2(b).

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request (or, in the case of Converted Loans on the Closing Date, in the Election Notice); provided, that, if the Borrower fails to specify a Type of Loan in the Borrowing Request, then the Loans shall be made as ABR Loans and if the Borrower requests a Borrowing of Eurodollar Loans, but fails to specify an Interest Period, it will be deemed to have requested an Interest Period of three monthsone month’s duration. Thereafter, unless Administrative Agent is DT, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.9. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.9, the Borrower shall notify the Administrative Agent of such election in writing by telephone by (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the proposed effective date of the proposed election (or such later time and/or date as may be agreed by the Administrative Agent in its reasonable discretion) or (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the proposed effective date of the proposed electionelection (or such later time and/or date as may be agreed by the Administrative Agent in its reasonable discretion). Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery, facsimile or other electronic transmission to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.5: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period (x) of one month’s duration, in the case of a conversion of an ABR Borrowing to a Eurodollar Borrowing, and (y) of the same duration as the Interest Period then ending, in the case of a continuation of a Eurodollar Borrowing. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Period, such Borrowing shall automatically be continued as a SOFR Eurodollar Borrowing having an the same Interest Period of three month’s duration. (f) Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (ix) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (iiy) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Secured Revolving Credit Agreement (T-Mobile US, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR BorrowingEurodollar Loan, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing Loan to a different Type or to continue the initial Type of such BorrowingLoan and, in the case of a Eurodollar Loan, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected BorrowingLoans, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate BorrowingLoans. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (i) in the case of a SOFR BorrowingEurodollar Loan, not later than 1:00 2:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowingan ABR Loan, not later than 12:00 noon2:00 pm, New York City time, one Business Day before the date of the proposed election, of the Type resulting from such election to be made on the effective date of such election. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing Loans to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing in accordance with clause (a) above (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowingportion of such Loans); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing Loan is to be a Base Rate Borrowing an ABR Loan or a SOFR BorrowingEurodollar Loan; and (iv) if the resulting Loan is a Eurodollar Loan, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Loan but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting BorrowingLoan. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing Eurodollar Loan prior to the end of the Interest Period applicable thereto, then, unless such Borrowing Loan is repaid as provided herein, at the end of such Interest Period such Borrowing Loan shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Loan. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing Loan may be converted to or continued as a SOFR Borrowing Eurodollar Loan and (ii) unless repaid, each SOFR Borrowing Eurodollar Loan shall be converted to a Base Rate Borrowing an ABR Loan at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Xm Satellite Radio Holdings Inc)

Interest Elections. (a1) Each Term Loan Borrowing initially shall be of the Type specified in the applicable an ABR Borrowing Request and, in the case of unless Borrower has elected a SOFR Borrowing, shall have an Interest Period of three monthsEurodollar Borrowing as provided herein. Thereafter, the Borrower may elect to convert such a Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided herein. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such BorrowingLenders, and the Loans comprising each such portion shall be considered a separate Borrowing. (b2) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election by electronic communication as provided in writing Section 2.10 (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 3:00 p.m., New York City time, three (3) Business Days before the date of the proposed election Borrowing or (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one (1) Business Day before the date of the proposed electionBorrowing. Each such written Interest Election Request shall be irrevocable and shall be substantially in the form attached hereto as Exhibit H (or such other form as Administrative Agent shall provide to Borrower from time to time, provided that similarly situated borrowers of a written Interest Election Request Administrative Agent shall be required to use such form) and signed by the BorrowerBorrower or communicated via electronic communication by Borrower to Administrative Agent pursuant to Section 2.10. (c3) Each written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options Types and Interest Periods are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of one-month duration. (d4) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e5) Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding. Each Eurodollar Borrowing shall be in an amount not less than $500,000. No Interest Period may be elected that would end after the then existing Maturity Date. (6) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the continuing, Administrative AgentAgent may require, at the request of the Required Lenders, so notifies the by notice to Borrower, then, so long as an Event of Default is continuing, that (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Loan Agreement (Alexanders Inc)

Interest Elections. (a1) Each Term Loan Borrowing initially shall will be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall will have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall will be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall will be considered a separate Borrowing. (b2) To make an election pursuant to this Section 2.072.07 following the Closing Date, the Borrower shall will notify the Administrative Agent of such election in writing by telephone (ia) in the case of an election to convert to or continue a SOFR Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before the effective date of the proposed such election or (iib) in the case of a Base Rate an election to convert to or continue an ABR Borrowing, not later than 12:00 noon2:00 p.m., New York City time, one Business Day before the date of the proposed such election. Each such written telephonic Interest Election Request shall will be irrevocable and shall be substantially in confirmed promptly by hand delivery, facsimile transmission or e-mail to the form Administrative Agent of a written Interest Election Request substantially in the form of Exhibit D and signed by the Borrower. (c3) Each telephonic and written Interest Election Request shall will be irrevocable and will specify the following information in compliance with Section 2.02information: (ia) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iiic) and (ivd) below shall will be specified for each resulting Borrowing); (iib) the effective date of the election made pursuant to such Interest Election Request, which shall will be a Business Day; and; (iiic) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Borrowing; and (d) if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which will be a period contemplated by the definition of “Interest Period.” (4) If any such Interest Election Request requests a SOFR Borrowing but does not specify an Interest Period, then the Borrower will be deemed to have selected a SOFR Borrowing having an Interest Period of one month’s duration. (d5) Promptly following receipt of an Interest Election Request, the Administrative Agent shall will advise each applicable Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e6) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Period, such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an a Specified Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an such Specified Event of Default is continuing, (i) no such outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall will be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: First Lien Term Loan Credit Agreement (Xerox Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section 2.5. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.072.5, the Borrower shall notify give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing substantially in the form of Exhibit E attached hereto (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 10:00 a.m. New York time one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing, not later than 12:00 noon, Borrowing and (y) prior to 11:00 a.m. New York City time, one time three (3) Business Day before the date Days prior to a continuation of the proposed electionor conversion into a Eurodollar Borrowing. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); ; (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Eurodollar Borrowing. ; and (div) Promptly following receipt of an Interest Election Requestif the resulting Borrowing is to be a Eurodollar Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable theretothereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period Borrower shall be deemed to have elected to convert such Borrowing shall automatically to a Base Rate Borrowing. No Borrowing may be converted into, or continued as as, a SOFR Eurodollar Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if a Default or an Event of Default has occurred and is continuing and exists, unless the Administrative Agent, at the request Agent and each of the Required Lenders, so notifies the Borrower, then, so long as an Event Lenders shall have otherwise consented in writing. No conversion of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing any Eurodollar Loans shall be converted to a Base Rate Borrowing at permitted except on the end last day of the Interest Period applicable theretoin respect thereof. (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Appears in 1 contract

Samples: Revolving Credit Agreement (Ram Energy Resources Inc)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request (or as otherwise provided in Section 2.03). Thereafter, the Borrower an Obligor may elect to convert such Borrowing to a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower An Obligor may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. (b) To make an election pursuant to this Section 2.07Section, an Authorized Officer of the Borrower applicable Obligor shall notify the Administrative Agent of such election in writing request by telephone or electronic mail (i) in the case of a SOFR conversion from or continuation of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, at least three (3) Business Days before the date of the proposed election or Borrowing, and (ii) in the case of a Base Rate conversion to an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic or electronically mailed Interest Election Request shall be irrevocable and and, in the case of a telephonic Interest Election Request, shall be substantially in confirmed promptly by hand delivery, electronic mail or telecopy to the form Administrative Agent of a written Interest Election Request signed by the Borrower.such Obligor. 0010146-0000535 NYO1: 2000703970 .65 (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the applicable Obligor shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s Lender's portion of each resulting Borrowing. (e) If the Borrower an Obligor fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrowerapplicable Obligor (provided that no such notice shall be required following an Event of Default under Section 7.01(h) or (i)), then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing under such Facility may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Millicom International Cellular Sa)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request borrowing request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such borrowing request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.08. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary Borrower shall not be entitled to request any conversion or continuation that, if made, would result in more than five (5) Eurodollar Borrowings outstanding hereunder at any one time. (b) To make an election pursuant to this Section 2.072.08, the Borrower shall notify deliver, by hand delivery or facsimile (or by other electronic transmission), a duly completed and executed Interest Election Request to the Administrative Agent of such election in writing Agent, (i) in the case of a SOFR Borrowing, Eurodollar Borrowing not later than 1:00 p.m., New York City time, three two (2) Business Days before the date of the proposed election or Borrowing and (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written Interest Election Request shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrowerirrevocable. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely an Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to is not timely delivered before the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as converted to a SOFR Eurodollar Borrowing having with an Interest Period of three one month’s duration. (f) . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and continuing, the Administrative Agent, at the request of Agent or the Required LendersLenders may require, so notifies the by notice to Borrower, then, so long as an Event of Default is continuing, that (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Senior Secured Term Loan Credit Agreement (Internap Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Base Rate Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower applicable Account Party may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Euro-Dollar Borrowing, may elect Interest Periods therefor, all as provided in this subsection (b). The Borrower applicable Account Party may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders Banks holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) . To make an election pursuant to this Section 2.07Section, the Borrower applicable Account Party shall notify the Administrative Agent of such election in writing (i) in the case of a SOFR Borrowing, by telephone by not later than 1:00 p.m., 11:00 a.m. (New York City time, three Business Days before ) on (x) the effective date of the proposed each election or (ii) resulting in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Borrowing and (y) the third Euro-Dollar Business Day before the effective date of the proposed electioneach election resulting in a Euro-Dollar Borrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. (c) such Account Party. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.04: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR Euro-Dollar Borrowing.; and (div) if the resulting Borrowing is a Euro-Dollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Euro-Dollar Borrowing but does not specify an Interest Period, then the applicable Account Party shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender Bank of the details thereof and of such Xxxxxx’s Bank's portion of each resulting Borrowing. (e) . If the Borrower applicable Account Party fails to deliver a timely Interest Election Request with respect to a SOFR Euro-Dollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as converted to a SOFR Borrowing having an Interest Period of three month’s duration. (f) Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required LendersBanks, so notifies the BorrowerAccount Parties, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Euro-Dollar Borrowing and (ii) unless repaid, each SOFR Euro-Dollar Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Lincoln National Corp)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit E (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) U.S. Government Securities Business Days prior to a continuation of or conversion into a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing LEGAL02/42400466v16 is to be a Base Rate Borrowing or a SOFR Borrowing, and (iv) if the resulting Borrowing is to be a SOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period.” If any such Notice of Conversion/Continuation requests a SOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one (1) month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for SOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any SOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a SOFR Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any SOFR Loan shall be permitted except on the last day of the Interest Period in respect thereof. (d) Promptly following Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Skyward Specialty Insurance Group, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (ia) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 3:00 p.m., New York City time, three Business Days before the date of the proposed election Borrowing or (iib) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.and

Appears in 1 contract

Samples: Second Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided that, if the Borrower fails to specify a Type of Loan in the Borrowing Request, then the Loans shall be made as ABR Loans and if the Borrower requests a Borrowing of Eurodollar Loans, but fails to specify an Interest Period, it will be deemed to have requested an Interest Period of three monthsone month’s duration. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (ia) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed election Borrowing or (iib) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or facsimile to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.5: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Continental Building Products, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Eurodollar Borrowing, shall have an initial Interest Period of three monthsas specified in such Borrowing Request or as otherwise provided in this Section. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election (each, an “Interest Election Request”) in writing (including by email transmission) (i) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 p.m.10:30 a.m., New York City time, three Business Days before the proposed effective date of the proposed such election or and (ii) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day before on the day of a proposed effective date of the proposed such election. Each such written Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by email transmission to the form Agent of a written Interest Election Request signed by (in PDF format) in the Borrower.form of Exhibit F. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02information: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing, and the minimum amounts thereof shall be in compliance with Section 2.02(c)); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such XxxxxxLender’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as converted to a SOFR Eurodollar Borrowing having an Interest Period of three month’s one month duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Five Year Revolving Credit Agreement (Artisan Partners Asset Management Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case Notice of a SOFR Borrowing, shall have an Interest Period of three months. Thereafter, the Borrower may elect to convert such Borrowing to into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such election in writing (i) each Borrowing that is to be converted or continued, as the case may be, substantially in the case form of Exhibit 2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed election or (ii) in the case of conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) U.S. Government Securities Business Days prior to a continuation of or conversion into a EurodollarSOFR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed election. Each such written Interest Election Request Notice of Conversion/Continuation shall be irrevocable and shall be substantially in the form of a written Interest Election Request signed by the Borrower. (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); , (ii) the effective date of the election made pursuant to such Interest Election RequestNotice of Conversion/Continuation, which shall be a Business Day; and , (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a SOFR EurodollarSOFR Borrowing, and (iv) if the resulting Borrowing is to be a EurodollarSOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/ Continuation requests a EurodollarSOFR Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one (1) month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for EurodollarSOFR Borrowings and Base Rate Borrowings set forth in Section 2.3. (c) If, on the expiration of any Interest Period in respect of any EurodollarSOFR Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a EurodollarSOFR Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any EurodollarSOFR Loan shall be permitted except on the last day of the Interest Period in respect thereof. (d) Promptly following Upon receipt of an Interest Election Requestany Notice of Conversion/Continuation, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having an Interest Period of three month’s duration. (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Credit Agreement (Apollo Medical Holdings, Inc.)

Interest Elections. (a) Each Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request outstanding and, in the case of a SOFR Eurodollar Borrowing, shall have an the Interest Period of three monthsin effect after giving effect to the transactions on the Restatement Date. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. (b) To make an election pursuant to this Section 2.07Section, the Borrower shall notify the Administrative Agent of such election in writing by telephone (ia) in the case of a SOFR Eurodollar Borrowing, not later than 1:00 3:00 p.m., New York City time, three Business Days before the date of the proposed election Borrowing or (iib) in the case of a Base Rate an ABR Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day before on the date of the proposed electionBorrowing. Each such written telephonic Interest Election Request shall be irrevocable and shall be substantially in confirmed promptly by hand delivery or telecopy to the form Administrative Agent of a written Interest Election Request signed by the Borrower. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:2.02 and 2.16(c): (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and; (iii) whether the resulting Borrowing is to be a Base Rate an ABR Borrowing or a SOFR Eurodollar Borrowing; and (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period". If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s Lender's portion of each resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be continued as a SOFR Borrowing having converted to an Interest Period of three month’s duration. (f) ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, continuing (i) no outstanding Borrowing may be converted to or continued as a SOFR Eurodollar Borrowing and (ii) unless repaid, each SOFR Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing at the end of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)

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