Common use of Conversion to Term Loans Clause in Contracts

Conversion to Term Loans. (a) At the option of the Parent Borrower and subject to the terms and provisions of this Section 2.18, upon written notice delivered to the Administrative Agent no earlier than 60 days and no later than 30 days prior to the Scheduled Maturity Date, the aggregate principal amount of all, but not less than all, of the Revolving Loans remaining outstanding at 5:00 p.m., New York City time, on the Scheduled Maturity Date shall automatically convert to Term Loans with a maturity of one year from the Scheduled Maturity Date (the “Term Out Period”) and shall be considered a “Borrowing” for all purposes under this Agreement. Any portion of each Lender’s Revolving Credit Commitment not utilized on or before the Scheduled Maturity Date shall be permanently cancelled. Any Term Loans that are prepaid may not be reborrowed, and each Borrower shall pay all unpaid principal and all accrued and unpaid interest on such Borrower’s Term Loans on or prior to the Final Maturity Date. The Term Loans shall be Base Rate Loans or Eurodollar Rate Loans, at each Borrower’s election, and each Borrower shall have the right to continue or convert the Type of Term Loan Borrowing and, as applicable, elect different Interest Periods applicable thereto in the same manner as the Revolving Loan Borrowings. (b) The Parent Borrower’s notice to the Administrative Agent to convert the outstanding Revolving Loans to Term Loans pursuant to this Section 2.18 shall (i) be irrevocable, (ii) constitute a representation by the Parent Borrower that (A) no Event of Default or Default has occurred and is continuing on and as of the date the Parent Borrower provides such notice and on the Scheduled Maturity Date, and (B) the representations and warranties contained in Section 3 are true and correct in all material respects on and as of the date the Parent Borrower provides such notice and on the Scheduled Maturity Date (unless any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (iii) be subject to the satisfaction of the conditions precedent set forth in this Section 2.18 and (iv) be subject to the Borrowers entering into such amendments to this Agreement as the Administrative Agent shall reasonably request to implement the terms and conditions of such conversion.

Conversion to Term Loans. (a) At AXIS Holdings may, by notice (the option of the Parent Borrower and subject to the terms and provisions of this Section 2.18, upon written notice delivered "TERM LOAN NOTICE") to the Administrative Agent no earlier than 60 days and no (i) in the case of a conversion into Term Loans that are Eurodollar Loans, not later than 30 days prior to 11:00 a.m., New York City time, three Business Days before the Scheduled Maturity DateCommitment Termination Date or (ii) in the case of a conversion into Term Loans that are ABR Loans, the aggregate principal amount of all, but not less later than all, of the Revolving Loans remaining outstanding at 5:00 p.m.11:00 a.m., New York City time, on the Scheduled Maturity Date shall automatically Business Day prior to the Commitment Termination Date, convert to Term Loans with a maturity of one year from the Scheduled Maturity Date (the “Term Out Period”) and shall be considered a “Borrowing” for all purposes under this Agreement. Any portion of each Lender’s Revolving Credit Commitment not utilized on or before the Scheduled Maturity Date shall be permanently cancelled. Any Term Loans that are prepaid may not be reborrowed, and each Borrower shall pay all unpaid principal and all accrued and unpaid interest outstanding on such Borrower’s the Commitment Termination Date into Term Loans maturing on or prior the Term Loan Maturity Date; PROVIDED that, both on the date such Term Loan Notice is delivered to the Final Maturity Administrative Agent and on the Commitment Termination Date, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Account Parties set forth in this Agreement and the other Credit Documents shall be true and correct on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). The Term Loan Notice shall specify (x) whether the Term Loans shall are to be Base Rate ABR Loans or Eurodollar Rate LoansLoans and (y) in the case of a Eurodollar Loan, at the Interest Period therefor after giving effect to such conversion, which shall be a period contemplated by the definition of the term "Interest Period" and permitted under Section 2.04(e). Promptly following receipt of a Term Loan Notice, the Administrative Agent shall advise each Borrower’s election, Lender of the details thereof and each Borrower shall have of such Lender's portion of the right resulting Borrowing. If a Term Loan Notice fails to continue or convert specify the Type of Term Loan Borrowing andinto which a Loan is to be converted, as applicable, elect different Interest Periods applicable thereto in the same manner as the Revolving then such Loan Borrowings. (b) The Parent Borrower’s notice to the Administrative Agent to convert the outstanding Revolving Loans to Term Loans pursuant to this Section 2.18 shall (i) be irrevocable, (ii) constitute a representation by the Parent Borrower that (A) no Event of Default or Default has occurred and is continuing on and as of the date the Parent Borrower provides such notice and on the Scheduled Maturity Date, and (B) the representations and warranties contained in Section 3 are true and correct in all material respects on and as of the date the Parent Borrower provides such notice and on the Scheduled Maturity Date (unless any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date)converted into an ABR Term Loan. If a Term Loan Notice fails to specify an Interest Period with respect to any requested conversion into a Eurodollar Term Loan, (iii) then the requested conversion shall be subject to the satisfaction of the conditions precedent set forth in this Section 2.18 and (iv) be subject to the Borrowers entering made instead into such amendments to this Agreement as the Administrative Agent shall reasonably request to implement the terms and conditions of such conversionan ABR Term Loan.