Method of Selecting Types and Interest Periods for New Advances. Subject to all of the terms and conditions of this Credit Agreement, each Borrower shall select the Type of Advance and, in the case of each Eurocurrency Rate Advance, the Interest Period applicable thereto, for each Advance from time to time made to it. A Borrower shall give the Administrative Agent an irrevocable notice substantially in the form of [Exhibit E] hereto (a “Borrowing Notice”) not later than 1:00 P.M. (New York City time) # on the Borrowing Date of each Floating Rate Advance denominated in Dollars, # five Business Days before the Borrowing Date for each Floating Rate Advance denominated in Sterling, # three Business Days before the Borrowing Date for each Eurocurrency Rate Advance denominated in Dollars, and # four Business Days before the Borrowing Date for each Eurocurrency Rate Advance denominated in an Agreed Currency other than Dollars. A Borrowing Notice shall in accordance with all the terms and conditions of this Credit Agreement specify:
Method of Selecting Types and Interest Periods for Ratable Advances. The Company shall select the Type of Ratable Advance and, in the case of each Benchmark Ratable Advance, the Interest Period (if applicable) and Agreed Currency applicable thereto from time to time. Floating Rate Advances may only be denominated in Dollars. RFR Advances may only be denominated in Sterling. The Company shall give the Agent irrevocable notice (a “Ratable Borrowing Notice”) substantially in the form of [Exhibit C] hereto, or if the Borrower is a Borrowing Subsidiary, the Company shall, on behalf of such Borrowing Subsidiary, give a Ratable Borrowing Notice, not later (a)(i) in the case of a Benchmark Ratable Advance denominated in Dollars, not later than 11:00 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Advance, # in the case of a Benchmark Ratable Advance denominated in Euros, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Advance, # in the case of a Benchmark Ratable Advance denominated in Yen, not later than 12:00 p.m., New York City time, four Business Days before the date of the proposed Advance, # in the case of an RFR Advance denominated in Sterling, not later than 11:00 a.m., New York City time, five RFR Business Days before the date of the proposed Advance, # in the case of a Benchmark Ratable Advance denominated in CAD, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Advance and # in the case of a Benchmark Ratable Advance denominated in AUD, not later than 12:00 p.m., New York City time, four Business Days before the date of the proposed Advance, or # in the case of an Floating Rate Advance, not later than 11:00 a.m., New York City time, on the date of the proposed Advance. Notwithstanding the foregoing, a Ratable Borrowing Notice for a Floating Rate Advance may be given by a Borrower not later than 15 minutes after the time which such Borrower is required to reject one or more bids offered in connection with an Absolute Rate Auction pursuant to [Section 2.4.6] and a Ratable Borrowing Notice for a Benchmark Ratable Advance may be given not later than 15 minutes after the time such Borrower is required to reject one or more bids offered in connection with a Benchmark Auction pursuant to [Section 2.4.6]. A Ratable Borrowing Notice shall specify:
Method of Selecting Types and Interest Periods for New Loans. [[Organization A:Organization]] shall select the Type of Loans and, in the case of each Eurodollar Loans, the Interest Period applicable thereto. [[Organization A:Organization]] shall give the Agent irrevocable notice (a “Borrowing Notice”) not later than 11:00 a.m. (New York, New York time) on the Closing Date for a Floating Rate Loan and two Business Days before the Closing Date for a Eurodollar Loan, specifying:
Method of Selecting Types, Currency and Interest Periods for Conversion and Continuation of Outstanding Advances. Right to Convert. The Company (on behalf of itself or the Subsidiary Borrower) may elect from time to time, subject to the provisions of Section 2.3 and this [Section 2.9], to convert all or any part of an Advance of any Type into any other Type or Types of Advance; provided, that any conversion of any Eurocurrency Rate Advance shall be made on, and only on, the last day of the Interest Period applicable thereto.
Types of Ratable Advances. The Ratable Advances may be Floating Rate Advances or Eurocurrency Ratable Advances, or a combination thereof, selected by the Company in accordance with [Section 2.3.3].
Interest Rates; Interest Periods. Subject to [Section 2.08(d), (i)])] each Floating Rate Advance (and each Floating Rate Loan making up such Floating Rate Advance) shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a Eurocurrency Rate Advance pursuant to [Section 2.03(f)] to but excluding the date it is paid or is converted into a Eurocurrency Rate Advance pursuant to [Section 2.03(f)], at a rate per annum equal, in the case of Dollar-denominated Floating Rate Advances, to the Alternate Base Rate for such day and, in the case of Sterling-denominated Floating Rate Advances, to Daily Simple SONIA for such day and # each Eurocurrency Rate Advance (and each Eurocurrency Rate Loan making up such Eurocurrency Rate Advance) shall bear interest on the outstanding principal amount thereof from and including the first day of each Interest Period applicable thereto to (but not including) the last day of such Interest Period at a rate per annum equal to the Eurocurrency Rate determined pursuant hereto as applicable to such Eurocurrency Rate Advance for each day during such Interest Period. Changes in the rate of interest on each Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate or Daily Simple SONIA, as applicable. No Interest Period shall end after the latest scheduled Termination Date.
Increased Costs, Illegality, etc. 5455
LIBOR Interest Periods. In lieu of making any payment pursuant to this Section 5.2 or pursuant to Section 9.8(b) hereof in respect of any LIBOR Loan other than on the last day of the Interest Period therefor so long as no Event of Default shall have occurred and be continuing, the Borrower at its option may deposit with the Administrative Agent an amount in Dollars equal to the amount of the LIBOR Loan to be prepaid and such LIBOR Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall constitute cash collateral for the LIBOR Loans to be so prepaid, provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 5.2.
If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Rate Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then # if such Advance shall be requested in Dollars, then such Advance shall be made as a Floating Rate Advance at the Floating Rate and # if such Advance shall be requested in any Agreed Currency other than Dollars, the Eurocurrency Base Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Company and consented to in writing by the Required Revolving Loan Lenders (the “Foreign Currency Alternative Rate”); provided, however, that # if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and # until such time as the Foreign Currency Alternative Rate shall be determined and so consented to by the Required Revolving Loan Lenders, any Borrowing/Election Notice that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance in an Agreed Currency other than Dollars, or any Borrowing/Election Notice for a borrowing in an Agreed Currency other than Dollars shall in each case be ineffective, and any such Eurocurrency Borrowing shall be at the option of the Company repaid on the last day of the then current Interest Period applicable thereto.
Availability of Types of Advances. If any Lender determines that maintenance of its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that # deposits of a type, currency and maturity appropriate to match fund Eurocurrency Advances are not available or # the interest rate applicable to Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or, in the case of Advances to the Company, converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by [Section 3.3]. The Administrative Agent agrees to provide prompt written notice to the Company at such time as the circumstances underlying any notice delivered to the Borrower pursuant to the immediately preceding sentence cease to exist, and, upon such circumstances ceasing to exist, the suspension of the availability of Eurocurrency Advances shall terminate.
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