Common use of Notice of Conversion/Continuation Clause in Contracts

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Obligations: all (a) principal of and premium, if any on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans or Canadian BA Rate Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) U.S. LC Obligations and other obligations of the U.S. Facility Obligors with respect to Letters of Credit, (c) Canadian LC Obligations and other obligations of the Canadian Facility Obligors with respect to Letters of Credit, (d) U.K. LC Obligations and other obligations of the U.K. Facility Obligors with respect to Letters of Credit, (e) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided provided, that Obligations of an Obligor shall not include any its Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any its Excluded Swap Obligations. Obligor: each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) Loans and principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by any one or more of Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (ge) other Debts, obligations and liabilities of any kind owing by any one or more of Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided , provided, that (i) Secured Bank Product Obligations shall be secured and guaranteed pursuant to the Loan Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of an Obligor Collateral or Guarantors effected in the manner permitted by this Agreement shall not include any Excluded Swap Obligations. Obligor: each Borrowerrequire the consent of holders of Bank Product Debt (other than in their capacities as Lenders, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Departmentif applicable).

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR SOFR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, including interest, fees and expenses accruing or incurred after the commencement of an Insolvency Proceeding whether allowed or allowable in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; , provided that the Obligations of an Obligor shall not include exclude any Excluded Swap Hedge Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. Operating Account: the operating/disbursement account established by Obligors at Capital One. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, including interest, fees and expenses accruing or incurred after the commencement of an Insolvency Proceeding whether allowed or allowable in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; , provided that the Obligations of an Obligor shall not include exclude any Excluded Swap Hedge Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Administrative Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is at any time liable for the payment of the whole or any part of the Obligations or that has granted a Lien in favor of Administrative Agent on its a Lien upon any of any of such Person’s assets to secure payment of any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury DepartmentObligations.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Obligations: all (a) principal of and premium, if any on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by any one or more of Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (ge) other Debts, obligations and liabilities of any kind owing by any one or more of Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: Parent and each Borrower, Guarantor or other Person (including, without limitation, any Subsidiary of Parent) that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (ge) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFACOrdinary Course of Business: Office the ordinary course of Foreign Assets Control business of the U.S. Treasury DepartmentParent, any Borrower or Subsidiary, consistent with past practices and undertaken in good faith.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. NYCIDA: the New York City Industrial Development Agency. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Debt, (g) Lease Debt and (gh) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Borrower and each Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations(including Parent). OFACOEM: Office of Foreign Assets Control of the U.S. Treasury Departmentan original equipment manufacturer.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent (including any electronic form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Senior Officer of the Borrower Agent. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Debt, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, including interest, fees and expenses accruing or incurred after the commencement of an Insolvency Proceeding whether allowed or allowable in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; , provided that the Obligations of an Obligor shall not include exclude any Excluded Swap Hedge Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. Operating Account: the operating/disbursement account established by Obligors at Capital One, N.A. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: Holdings, Borrower and each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans or Canadian BA Rate Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) U.S. LC Obligations and other obligations of the U.S. Facility Obligors with respect to Letters of Credit, (c) Canadian LC Obligations and other obligations of the Canadian Facility Obligors with respect to Letters of Credit, (d) U.K. LC Obligations and other obligations of the U.K. Facility Obligors with respect to Letters of Credit, (e) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, including interest, fees and expenses accruing or incurred after the commencement of an Insolvency Proceeding whether allowed or allowable in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for ClaimsSecured Bank Product Obligations, and (e) Extraordinary Expenses, (f) Secured Bank Product Obligations and (g) other DebtsIndebtedness, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided provided, that Obligations of an Obligor shall not include any its Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by the Administrative Borrower Agent to request a conversion or continuation of any Loans as Canadian BA Rate Loans or LIBOR Loans, in substantially the form attached hereto as Exhibit H F or otherwise in form reasonably satisfactory to AgentAgent and the Administrative Borrower. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors the Loan Parties with respect to Letters of Credit, (c) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by Obligors the Loan Parties under the Loan Documents, Documents and (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations and (g) other DebtsIndebtedness, obligations and liabilities of any kind owing by Obligors the Loan Parties pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed or allowable in any Insolvency ProceedingProceeding (including, without limitation, any of the foregoing Obligations described in this definition that would have accrued or arisen but for the commencement of any Insolvency Proceeding of any Loan Party at the rate provided for in the respective Loan Documents, whether or not a claim for such is allowed or allowable against such Loan Party in any such proceeding) whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guarantyguarantee, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, including interest, fees and expenses accruing or incurred after the commencement of an Insolvency Proceeding whether allowed or allowable in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; , provided that the Obligations of an Obligor shall not include exclude any Excluded Swap Hedge Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. Operating Account: the operating/disbursement account established by Obligors at Capital One. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Revolver Loans as LIBOR Revolver Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent or through electronic means acceptable to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Revolver Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, substantially in substantially the form attached of Exhibit G annexed hereto as Exhibit H or otherwise in form and substance reasonably satisfactory to AgentLender. Obligations: all (a) principal of and premium, if any any, on the Loans, ; (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, ; (c) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by Obligors under Loan Documents, ; (d) obligations of Obligors under any indemnity for Claims, Bank Product Debt; and (e) Extraordinary Expenses, (f) Secured Bank Product Obligations and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant any Obligor to the Loan DocumentsLender, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided provided, that Obligations of an Obligor shall not include any its Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent Lender on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Revolver Loans as LIBOR Revolver Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Obligations: all (a) principal of and premium, if any any, on the Revolver Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Debt, and (g) other Debts, obligations and liabilities of any kind owing by Obligors Obligors, in each case, pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; . Notwithstanding the above or anything stated to the contrary in this Agreement, in no event shall Obligations include the Flooring Lender Obligations or any other obligation of any Borrower to a financial institution related to the floor financing provided that Obligations of an Obligor shall not include any Excluded Swap Obligationsby such financial institution to a Borrowers’ dealer. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans or Canadian BA Rate Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) U.S. LC Obligations and other obligations of the U.S. Facility Obligors with respect to Letters of Credit, (c) Canadian LC Obligations and other obligations of the Canadian Facility Obligors with respect to Letters of Credit, (d) interest, expenses, fees fees, indemnification obligations, Extraordinary Expenses and other sums amounts payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (gf) other Debts, obligations and liabilities of any kind owing by Obligors any Obligor pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided provided, that Obligations of an Obligor shall not include any its Excluded Swap Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that Obligations of an Obligor shall not include any its Excluded Swap Obligations. Obligor: Holdings, Borrower and each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR LIBORTerm SOFR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Debt, and (g) other Debts, obligations and liabilities of any kind owing by Obligors to Agent or Lenders pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided provided, that Obligations of an Obligor shall not include any its Excluded Swap Obligations. Obligor: each BorrowerBorrower and each Guarantor, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.

Notice of Conversion/Continuation. a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR LIBORSOFR Loans, in substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to Agent. Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement. Obligations: all (a) principal of and premium, if any any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Secured Bank Product Obligations Obligations, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, including interest, fees and expenses accruing or incurred after the commencement of an Insolvency Proceeding whether allowed or allowable in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; , provided that the Obligations of an Obligor shall not include exclude any Excluded Swap Hedge Obligations. Obligor: each Borrower, Guarantor Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. Operating Account: the operating/disbursement account established by Obligors at Capital One. OFAC: Office of Foreign Assets Control of the U.S. Treasury Department.