Term-Out Option. (a) Not later than the first Anniversary, and each Anniversary thereafter which is one year prior to the applicable Final Maturity Date, the Borrower may, by notice in the form set forth in Part II of Schedule 4 to the Administrative Agent (which shall promptly notify the Lenders) request that all Revolving Advances of a Lender outstanding to the Borrower on the date which is one year prior to the applicable Final Maturity Date (the "Term-Out Date") be converted automatically into one Term Advance in accordance with this clause. (b) In any request given under paragraph (a) above, the Borrower shall also specify: (i) whether the Term Advance of each Lender is to be initially a LIBOR Advance or a Base Rate Advance or a mixture of the two; and (ii) if the Term Advance of a Lender is to be a LIBOR Advance, the duration of its first Interest Period selected in accordance with Clause 7.5 (Interest Periods for Term Advances). (c) No such request may be made by the Borrower if there is a Default. (d) The Borrower shall execute and deliver to each Lender a Term Note upon the exercise of the Term-Out Option. (e) The Borrower agrees to pay to the Lenders a conversion fee upon the exercise of the Term-Out Option. Such fee will be calculated and payable in accordance with Clause 19.6 (Conversion Fee). (f) If the Borrower notifies the Administrative Agent in accordance with paragraph (a) above, all Advances of a Lender which are outstanding on the Term-Out Date shall be automatically converted on the Term-Out Date to a Term Advance repayable on the Final Repayment Date in accordance with Clause 8 (Repayment and Prepayment of Advances), provided that if any Swingline Advances are outstanding on the Term- Out Date such Swingline Advances shall be deemed to have been converted to Revolving Advances immediately prior to the incurrence of the Term Advances. (g) If the Term-Out Option is exercised, from and after the Term-Out Date the Borrower may not borrow any further Revolving Advances or Swingline Advances. (h) A notice given by the Borrower under this Clause shall be irrevocable.
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Term-Out Option. Harley may, by irrevocable written notice to the Global Administrative Agent given not fewer than ten (a10) Not later than the first Anniversary, and each Anniversary thereafter which is one year Business Days prior to the applicable Final Maturity Termination Date, elect (such election, the Borrower may“Term-Out Option”), by notice in effective as of the form set forth in Part II of Schedule 4 to the Administrative Agent (which shall promptly notify the Lenders) request that all Revolving Advances of a Lender outstanding to the Borrower on the date which is one year prior to the applicable Final Maturity Termination Date (the "“Term-Out Date") be converted automatically into one Term Advance in accordance with this clause.
(b) In any request given under paragraph ”), to extend the Maturity Date for all or a ratable portion of the Advances outstanding on such date to May 11, 2021; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) above, no Default or Unmatured Default shall have occurred and be continuing on the Borrower shall also specify:
(i) whether the Term Advance of each Lender is Term-Out Date and immediately after giving effect to be initially a LIBOR Advance or a Base Rate Advance or a mixture of the two; and
(ii) if the Term Advance of a Lender is to be a LIBOR Advance, the duration of its first Interest Period selected in accordance with Clause 7.5 (Interest Periods for Term Advances).
(c) No such request may be made by the Borrower if there is a Default.
(d) The Borrower shall execute and deliver to each Lender a Term Note upon the exercise of the Term-Out Option.
, (eb) The Borrower agrees the representations and warranties of Harley set forth in this Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the Term-Out Date and immediately after giving effect to pay to the Lenders a conversion fee upon the exercise of the Term-Out Option. Such fee will be calculated , as though made on and payable in accordance with Clause 19.6 as of such date (Conversion Feeor, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
, (fc) If the Borrower notifies the Global Administrative Agent in accordance with paragraph shall have received a certificate from Harley signed by an Authorized Officer of Harley (1) certifying the accuracy of the foregoing clauses (a) aboveand (b) and (2) certifying and attaching the resolutions adopted by Harley approving or consenting to such extension of the Maturity Date, all (d) Harley shall pay to the Global Administrative Agent, for the account of each Lender, a term-out fee equal to 0.75% of the aggregate principal amount of such Lender’s outstanding Advances the Maturity Date in respect of a Lender which are outstanding is being extended on the Term-Out Termination Date shall be automatically converted on the Term-Out Date to a Term Advance repayable on the Final Repayment Date in accordance with Clause 8 (Repayment and Prepayment of Advances), provided that if any Swingline Advances are outstanding on the Term- Out Date such Swingline Advances shall be deemed to have been converted to Revolving Advances immediately prior pursuant to the incurrence exercise of the Term Advances.
(g) If the Term-Out Option is exercisedin accordance with this Section 2.19, from and after (e) Harley shall not have previously exercised the Term-Out Option. In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Termination Date shall be repaid on such date, (iii) the aggregate Commitments will terminate on the Termination Date and the commitment fee pursuant to Section 2.14(C) shall cease to accrue on the Termination Date, and (iv) no Borrower may not borrow or reborrow any further Revolving additional Advances on or Swingline Advancesafter the Termination Date.
(h) A notice given by the Borrower under this Clause shall be irrevocable.
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Term-Out Option. Harley may, by irrevocable written notice to the Global Administrative Agent given not fewer than ten (a10) Not later than the first Anniversary, and each Anniversary thereafter which is one year Business Days prior to the applicable Final Maturity Termination Date, elect (such election, the Borrower may“Term-Out Option”), by notice in effective as of the form set forth in Part II of Schedule 4 to the Administrative Agent (which shall promptly notify the Lenders) request that all Revolving Advances of a Lender outstanding to the Borrower on the date which is one year prior to the applicable Final Maturity Termination Date (the "“Term-Out Date") be converted automatically into one Term Advance in accordance with this clause.
(b) In any request given under paragraph ”), to extend the Maturity Date for all or a ratable portion of the Advances outstanding on such date to April 30, 2019; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) above, no Default or Unmatured Default shall have occurred and be continuing on the Borrower shall also specify:
(i) whether the Term Advance of each Lender is Term-Out Date and immediately after giving effect to be initially a LIBOR Advance or a Base Rate Advance or a mixture of the two; and
(ii) if the Term Advance of a Lender is to be a LIBOR Advance, the duration of its first Interest Period selected in accordance with Clause 7.5 (Interest Periods for Term Advances).
(c) No such request may be made by the Borrower if there is a Default.
(d) The Borrower shall execute and deliver to each Lender a Term Note upon the exercise of the Term-Out Option.
, (eb) The Borrower agrees the representations and warranties of Harley set forth in this Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the Term-Out Date and immediately after giving effect to pay to the Lenders a conversion fee upon the exercise of the Term-Out Option. Such fee will be calculated , as though made on and payable in accordance with Clause 19.6 as of such date (Conversion Feeor, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
, (fc) If the Borrower notifies the Global Administrative Agent in accordance with paragraph shall have received a certificate from Harley signed by an Authorized Officer of Harley (1) certifying the accuracy of the foregoing clauses (a) aboveand (b) and (2) certifying and attaching the resolutions adopted by Harley approving or consenting to such extension of the Maturity Date, all (d) Harley shall pay to the Global Administrative Agent, for the account of each Lender, a term-out fee equal to 0.75% of the aggregate principal amount of such Lender’s outstanding Advances the Maturity Date in respect of a Lender which are outstanding is being extended on the Term-Out Termination Date shall be automatically converted on the Term-Out Date to a Term Advance repayable on the Final Repayment Date in accordance with Clause 8 (Repayment and Prepayment of Advances), provided that if any Swingline Advances are outstanding on the Term- Out Date such Swingline Advances shall be deemed to have been converted to Revolving Advances immediately prior pursuant to the incurrence exercise of the Term Advances.
(g) If the Term-Out Option is exercisedin accordance with this Section 2.19, from and after (e) Harley shall not have previously exercised the Term-Out Option. In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Termination Date shall be repaid on such date, (iii) the aggregate Commitments will terminate on the Termination Date and the commitment fee pursuant to Section 2.14(C) shall cease to accrue on the Termination Date, and (iv) no Borrower may not borrow or reborrow any further Revolving additional Advances on or Swingline Advancesafter the Termination Date.
(h) A notice given by the Borrower under this Clause shall be irrevocable.
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Term-Out Option. (a) Not later than the first Anniversary, and each Anniversary thereafter which is one year prior The Parent may by notice to the applicable Final Maturity Date, Facility Agent at any time opt to convert Facility A into a term loan facility. The giving of this notice constitutes the Borrower may, exercise of the Term-out Option by the Company. The notice in must state:
(i) the form set forth in Part II amount of Schedule 4 to the Administrative Agent Facility A Commitments being termed-out by the Company (which shall promptly notify the LendersTerm-out Amount); and
(ii) request that all Revolving Advances of a Lender outstanding to the Borrower on the date which is one year prior to the applicable new Final Maturity Date (for Facility A, which must be on or before the "Term-Out Date") be converted automatically into one Term Advance in accordance with date falling 24 months after the date of this clauseAgreement.
(b) In With effect from the date of the exercise of the term-out option:
(i) a maximum of five Loans may be borrowed under Facility A during the remainder of its Availability Period;
(ii) each such Loan will be treated as a Term Loan;
(iii) the first Interest Period for such a Loan may overrun the last day of the Availability Period for Facility A;
(iv) any request Loan borrowed under Facility A outstanding on the date of the exercise of the term-out option must be repaid on its Maturity Date but may be re-borrowed, subject to the terms of this Agreement, as a Term Loan;
(v) the unutilised amount of the Total A Commitments will be automatically cancelled at close of business on the last day of the Availability Period for Facility A; and
(vi) the Final Maturity Date for Facility A will be the date specified in the notice given to the Facility Agent under paragraph (a) above, the Borrower shall also specify:
(i) whether the Term Advance of each Lender is to be initially a LIBOR Advance or a Base Rate Advance or a mixture of the two; and
(ii) if the Term Advance of a Lender is to be a LIBOR Advance, the duration of its first Interest Period selected in accordance with Clause 7.5 (Interest Periods for Term Advances).
(c) No such request may be made by On the Borrower if there is a Default.
(d) The Borrower shall execute and deliver to each Lender a Term Note upon the date of exercise of the Term-Out out Option.
(e) The Borrower agrees to , the Parent must pay to the Facility Agent for the Lenders a conversion fee upon the exercise of 0.05 per cent. of the Term-Out Optionout Amount. Such fee The Facility Agent will be calculated and payable in accordance with Clause 19.6 (Conversion Fee)distribute to each Lender its Pro Rata Share of this fee.
(f) If the Borrower notifies the Administrative Agent in accordance with paragraph (a) above, all Advances of a Lender which are outstanding on the Term-Out Date shall be automatically converted on the Term-Out Date to a Term Advance repayable on the Final Repayment Date in accordance with Clause 8 (Repayment and Prepayment of Advances), provided that if any Swingline Advances are outstanding on the Term- Out Date such Swingline Advances shall be deemed to have been converted to Revolving Advances immediately prior to the incurrence of the Term Advances.
(g) If the Term-Out Option is exercised, from and after the Term-Out Date the Borrower may not borrow any further Revolving Advances or Swingline Advances.
(h) A notice given by the Borrower under this Clause shall be irrevocable.
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Term-Out Option. (a) Not later than the first Anniversary, and each Anniversary thereafter which is one year prior to the applicable Final Maturity Date, the Borrower may, by notice in the form set forth in Part II of Schedule 4 to the Administrative Agent (which shall promptly notify the Lenders) request that all Revolving Advances of a Lender outstanding to the Borrower on the date which is one year prior to the applicable Final Maturity Date (the "Term-Out Date") be converted automatically into one Term Advance in accordance with this clause.
(b) In any request given under paragraph (a) above, the Borrower shall also specify:
(i) whether the Term Advance of each Lender is to be initially a LIBOR Advance or a Base Rate Advance or a mixture of the two; and
and (ii) if the Term Advance of a Lender is to be a LIBOR Advance, the duration of its first Interest Period selected in accordance with Clause 7.5 (Interest Periods for Term Advances).
(c) No such request may be made by the Borrower if there is a Default.
(d) The Borrower shall execute and deliver to each Lender a Term Note upon the exercise of the Term-Out Option.
(e) The Borrower agrees to pay to the Lenders a conversion fee upon the exercise of the Term-Out Option. Such fee will be calculated and payable in accordance with Clause 19.6 (Conversion Fee).
(f) If the Borrower notifies the Administrative Agent in accordance with paragraph (a) above, all Advances of a Lender which are outstanding on the Term-Out Date shall be automatically converted on the Term-Out Date to a Term Advance repayable on the Final Repayment Date in accordance with Clause 8 (Repayment and Prepayment of Advances), provided that if any Swingline Advances are outstanding on the Term- Out Date such Swingline Advances shall be deemed to have been converted to Revolving Advances immediately prior to the incurrence of the Term Advances.
(g) If the Term-Out Option is exercised, from and after the Term-Out Date the Borrower may not borrow any further Revolving Advances or Swingline Advances.
(h) A notice given by the Borrower under this Clause shall be irrevocable.
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Term-Out Option. (a) Not later than the first Anniversary, and each Anniversary thereafter which is one year prior to the applicable Final Maturity Date, the Borrower may, by notice in the form set forth in Part II of Schedule 4 to the Administrative Agent (which shall promptly notify the Lenders) request that all Revolving Advances of a Lender outstanding to the Borrower on the date which is one year prior to the applicable Final Maturity Date (the "Term-Out Date") be converted automatically into one Term Advance in accordance with this clause.
(b) In any request given under paragraph (a) above, the Borrower shall also specify:
(i) whether the Term Advance of each Lender is to be initially a LIBOR Advance or a Base Rate Advance or a mixture of the two; and
(ii) if the Term Advance of a Lender is to be a LIBOR Advance, the duration of its first Interest Period selected in accordance with Clause 7.5 (Interest Periods for Term Advances).
(c) No such request may be made by the Borrower if there is a Default.
(d) The Borrower shall execute and deliver to each Lender a Term Note upon the exercise of the Term-Out Option.
(e) The Borrower agrees to pay to the Lenders a conversion fee upon the exercise of the Term-Out Option. Such fee will be calculated and payable in accordance with Clause 19.6 (Conversion Fee).
(f) If the Borrower notifies the Administrative Agent in accordance with paragraph (a) above, all Advances of a Lender which are outstanding on the Term-Out Date shall be automatically converted on the Term-Out Date to a Term Advance repayable on the Final Repayment Date in accordance with Clause 8 (Repayment and Prepayment of Advances), provided that if any Swingline Advances are outstanding on the Term- Out Date such Swingline Advances shall be deemed to have been converted to Revolving Advances immediately prior to the incurrence of the Term Advances.
(g) If the Term-Out Option is exercised, from and after the Term-Out Date the Borrower may not borrow any further Revolving Advances or Swingline Advances.
(h) A notice given by the Borrower under this Clause shall be irrevocable.
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