Transition to Term SOFR. (a) Notwithstanding the foregoing or anything to the contrary contained in this First Amendment (or the Exhibits attached hereto), the terms of the Existing Credit Agreement in respect of the calculation, payment and administration of Borrowings of Eurocurrency Loans denominated in Dollars (including the Existing Eurocurrency Borrowings referred to below) shall remain in full force and effect from and after the Conforming Changes Amendment Effective Date, in each case, solely for purposes of the calculation, payment and administration of Borrowings of Eurocurrency Loans denominated in Dollars (including the payment of interest, breakage fees and other amounts thereon), as applicable. Each Borrowing of Eurocurrency Loans denominated in Dollars that is outstanding on the Conforming Changes Amendment Effective Date (each, an “Existing Eurocurency Borrowing”) shall remain a Borrowing of Eurocurrency Loans for all purposes under the Amended Credit Agreement until the end of the then current Interest Period applicable to such Borrowing (each such date, an “Existing Interest Period Expiration Date”).
(b) On the Existing Interest Period Expiration Date with respect to any Existing Eurocurrency Borrowing, the Borrower shall convert in full such Existing Eurocurrency Borrowing to either a SOFR Borrowing or a Base Rate Borrowing in accordance with the requirements of Section 2.02 of the Amended Credit Agreement; provided that, if the Borrower fails to give a notice requesting such conversion in accordance with the requirements of Section 2.02 of the Credit Agreement prior to the applicable Existing Interest Period Expiration Date, such Existing Eurocurrency AMERICAS 122733172 Borrowing shall be automatically converted in full to a SOFR Borrowing with a one month Interest Period effective as of the applicable Existing Interest Period Expiration Date.
(c) For the avoidance of doubt, no borrowing or continuation of Eurocurrency Loans denominated in Dollars and no conversion of Loans to Eurocurrency Loans denominated in Dollars shall be permitted from and after the Conforming Changes Amendment Effective Date. AMERICAS 122733172 AMERICAS 122733172
Transition to Term SOFR. Notwithstanding any other provision herein or in any other Credit Document, any Loan that constitutes a Eurocurrency Loan (as defined in the Credit Agreement) denominated in Dollars that is outstanding as of the Amendment Effective Date shall continue until the end of the applicable Interest Period for such Eurocurrency Loan and the provisions of the Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the occurrence of the Amendment Effective Date) until the end of the applicable Interest Period for such Eurocurrency Loan, after which such provisions shall have no further force or effect and such Eurocurrency Loan shall either be a Term SOFR Loan or an ABR Loan as determined in accordance with the Amended Credit Agreement.
Transition to Term SOFR. Notwithstanding any other provision herein or in any other Loan Document, to the extent any Eurodollar Rate Loan (as defined in the Existing Credit Agreement) is outstanding on the Amendment Effective Date, such Loan shall continue to bear interest at the Eurodollar Rate until the end of the current Interest Period or payment period applicable to such Eurodollar Rate Loan and the provisions of the Existing Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the consummation of this Agreement and the occurrence of the Amendment Effective Date) until the end of the current Interest Period or payment period applicable to such Eurocurrency Rate Loan, after which such provisions shall have no further force or effect; provided that, for the avoidance of doubt, at any time from and after the Amendment Effective Date, (x) the Borrower shall not be permitted to request a Borrowing of, conversion to, or continuation of, any Eurocurrency Rate Loan that is outstanding on the Amendment Effective Date and (y) any request for a new Eurocurrency Rate Loan, or to continue an existing Eurocurrency Rate Loan, shall be deemed to be a request for a new Term SOFR Loan. For the avoidance of doubt, from and after the Amendment Effective Date, U.S. dollars shall not be considered a currency for which there is a published LIBOR rate. The Administrative Agent has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Gerund Diamond Name: Gerund Diamond Title: Vice President 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 4948
Transition to Term SOFR. Notwithstanding any other provision herein or in any other Credit Document, the interest on any Loans outstanding as of the Amendment No. 1 Effective Date will continue to be determined by reference to the provisions of the Third Restated Credit Agreement that apply prior to the Amendment No. 1 Effective Date until the end of the then current Interest Period (as defined in the Fourth Restated Credit Agreement immediately prior to the Amendment No. 1 Effective Date) on such Loans, at which time interest shall be determined after giving effect to this Agreement.
Transition to Term SOFR. Notwithstanding any other provision herein or in any other Credit Document, the interest on any Loans outstanding as of the Fifth Restatement Effective Date will continue to be determined by reference to the provisions of the Fourth Restated Credit Agreement that apply prior to the Fifth Restatement Effective Date until the end of the then current Interest Period (as defined in the Fourth Restated Credit Agreement immediately prior to the Fifth Amendment Effective Date) on such Loans, at which time interest shall be determined after giving effect to this Restatement Agreement.
Transition to Term SOFR. This Amendment implements USD Benchmark Conforming Changes in connection with the replacement of USD LIBOR with Adjusted Term SOFR (as defined in Credit Agreement). Notwithstanding anything herein or in the Credit Agreement to the contrary, any Eurocurrency Loan denominated in Dollars that is outstanding as of the Amendment Effective Date (an “Existing USD LIBOR Loan”) shall remain a Loan which accrues interest by reference to the applicable Eurocurrency Rate (without giving effect to the changes to the Existing Credit Agreement made by this Amendment) until the end of the applicable Interest Period. Any Existing USD LIBOR Loan shall automatically convert to a Term SOFR Loan in the amount of such Existing USD LIBOR Loan and with an Interest Period with the nearest length to such existing Interest Period on the last day of the Interest Period applicable to such Existing USD LIBOR Loan, unless, with respect to the length of such Interest Period, the Parent Borrower elects otherwise in accordance with the terms of the Credit Agreement.
Transition to Term SOFR. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any Eurodollar Loans outstanding as of the Amendment Effective Date will continue to be determined by reference to the LIBOR provisions that apply prior to the Amendment Effective Date, until the end of the then current Interest Period on such Loans, at which time interest shall be determined in accordance with the Credit Agreement, as amended by this Agreement.
Transition to Term SOFR. Notwithstanding anything to the contrary contained in this Agreement, (i) each BSBY Rate Loan (as defined in the Existing Credit Agreement) outstanding on the Effective Date (the “Existing BSBY Rate Loans”) shall remain outstanding as such until the expiration of the then-pending Interest Period (as defined in the Existing Credit Agreement) applicable to such Existing BSBY Rate Loans, in accordance with, and subject to all of the terms and conditions of, the Existing Credit Agreement and (ii) interest on each such Existing BSBY Rate Loans shall continue to accrue to, and shall be payable on, the interest payment date applicable thereto until such then-pending Interest Period for such Existing BSBY Rate Loan ends in accordance with the Existing Credit Agreement. From and after the Effective Date, (i) the Borrowers shall not be permitted to request that any Bank fund, and no Bank shall fund, any BSBY Rate Loan (as defined in the Existing Credit Agreement), (ii) no BSBY Rate Loan (as defined in the Existing Credit Agreement) may be continued as a BSBY Rate Loan (as defined in the Existing Credit Agreement) and (iii) each Existing BSBY Rate Loan may be converted to a Term SOFR Loan or a Base Rate Loan in accordance with this Agreement.
Transition to Term SOFR. Notwithstanding any other provision herein or in any other Loan Document, any Term Loan that constitutes a Eurodollar Rate Loan (as defined in the Credit Agreement) that is outstanding as of the Amendment No. 2 Effective Date shall continue until the end of the applicable Interest Period for such Eurodollar Rate Loan and the provisions of the Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the entry into this Amendment and the occurrence of the Amendment No. 2 Effective Date) until the end of the applicable Interest Period for such Eurodollar Rate Loan, after which such provisions shall have no further force or effect and upon which date the terms of the Amended Credit Agreement (notwithstanding this Section 10) shall automatically apply to such Term Loans without any further action by any party that is party hereto; provided that, for the avoidance of doubt, at any time from and after the Amendment No. 2 Effective Date, the Borrower Representative shall not be permitted to request a Borrowing of, conversion to, or continuation of, any Eurodollar Rate Loan that is a Term Loan outstanding as of the Amendment No. 2 Effective Date and shall instead request that any such Borrowing is made in, converted to or continued to, as applicable, a Term SOFR Loan.
Transition to Term SOFR. Notwithstanding any other provision herein or in any other Loan Document, any Loan bearing interest by reference to the Eurodollar Rate (as defined in the Existing Credit Agreement) outstanding as of the Amendment Effective Date shall continue to bear interest at the Eurodollar Rate until the end of the applicable Interest Period for such Loan as in effect on the Amendment Effective Date and the Eurodollar-related provisions of the Existing Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the election of the Borrower to establish an alternate rate of interest to the Eurodollar Rate and the occurrence of the Amendment Effective Date) until the end of the applicable Interest Period for such Loans as in effect on the Amendment Effective Date, after which such provisions shall have no further force or effect and thereafter, all such Loans formerly bearing interest by reference to the Eurodollar Rate shall be SOFR Loans unless the Borrower specifies otherwise in accordance with the Amended Credit Agreement.
