Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., Standard Time, on the day of the proposed conversion, to convert any Eurocurrency Borrowing into an ABR Borrowing under the U.S. Commitments, (b) not later than 3:00 p.m., Standard Time, one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (c) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base Rate Borrowing into a Eurocurrency Borrowing or to continue any Eurocurrency Borrowing as a Eurocurrency Borrowing for an additional Interest Period, (d) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period and (e) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following: (i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing; (ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type; (iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion; (iv) if any Eurocurrency Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15; (v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing; (vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and (vii) upon notice to the Borrowers from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A Loan, respectively. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a B/A Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (Oil States International Inc), Credit Agreement (Oil States International Inc)
Conversion and Continuation of Borrowings. The Borrowers Borrower shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m.1:00 p.m., Standard TimeNew York City time, on the day of the proposed conversion, to convert any Eurocurrency Term SOFR Borrowing or Daily Simple SOFR Borrowing into an ABR Borrowing, any Term SOFR Borrowing under the U.S. Commitmentsinto a Daily Simple SOFR Borrowing or any ABR Borrowing into a Daily Simple SOFR Borrowing, (b) not later than 3:00 1:00 p.m., Standard TimeNew York City time, one Business Day before the proposed conversion prior to conversion, to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Term CXXXX Borrowing into a Canadian Prime Base Rate Borrowing, Borrowing and (c) not later than 1:00 p.m., Standard TimeNew York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Term SOFR Borrowing, any Daily Simple SOFR Borrowing into a Term SOFR Borrowing or U.S. any Canadian Base Rate Borrowing into a Eurocurrency Term CXXXX Borrowing or to continue any Eurocurrency Term SOFR Borrowing as a Eurocurrency Term SOFR Borrowing or a Term CXXXX Borrowing as a Term CXXXX Borrowing for an additional Interest Period, and (d) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period and (e) not later than 1:00 p.m., Standard TimeNew York City time, three Business Days prior to conversion or continuation, to convert or continue the Interest Period with respect to any Canadian Prime Rate Borrowing to a B/A Term SOFR Borrowing or Term CXXXX Borrowing of the Borrower to continue any B/A Borrowing as a B/A Borrowing for another permissible Interest Period or an additional Contract Interest Period, as applicable, subject in each case to the following; provided that, for the avoidance of doubt, as of the Eighth Amendment Effective Date, Term Borrowings may only be converted into Term SOFR Loans or ABR Loans unless a Benchmark Transition Event has occurred pursuant to Section 2.04 with respect to Term SOFR:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for Loan of such Borrowing Lender resulting from such conversionconversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued and unpaid interest on any Eurocurrency Term SOFR Loan or Term CXXXX Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Term SOFR Borrowing or B/A Term CXXXX Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.152.16;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Term SOFR Borrowing or a B/A Term CXXXX Borrowing;
(vi) any portion of a Eurocurrency Term SOFR Borrowing or a B/A Term CXXXX Borrowing that cannot be converted into or continued as a Eurocurrency Term SOFR Borrowing or a B/A Term CXXXX Borrowing (as applicable) by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be;
(vii) [reserved]; and
(viiviii) upon notice to the Borrowers from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or an Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Term SOFR Loan or a B/A Term CXXXX Loan, respectively. Each notice pursuant to this Section Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (iA) the identity identity, amount and amount currency of the Borrowing that the applicable Borrower requests be converted or continued, (iiB) whether such Borrowing is to be converted to or continued as a Eurocurrency Term SOFR Borrowing, a Term CXXXX Borrowing, a Daily Simple SOFR Loan, a Canadian Base Rate Borrowing or an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iiiC) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (ivD) if such Borrowing is to be converted to or continued as a Eurocurrency Term SOFR Borrowing or a B/A Term CXXXX Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Term SOFR Borrowing or a B/A Term CXXXX Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, ’s duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted or continued into an ABR Borrowing(x) in the case of Loans denominated in dollars, a U.S. Base Rate Term SOFR Borrowing or with an Interest Period of one month and (y) in the case of Loans denominated in Canadian Dollars, a Canadian Prime Rate Borrowing, as applicableTerm CXXXX Borrowing with an Interest Period of one month.
Appears in 1 contract
Samples: Credit Agreement (NRG Energy, Inc.)
Conversion and Continuation of Borrowings. The Borrowers Each Borrower shall have the right at any time upon prior irrevocable notice substantially in the form of EXHIBIT L to the Applicable Administrative Agent (ai) not later than 11:00 a.m., Standard Time, on the day of the proposed conversion, to convert any Eurocurrency Eurodollar Borrowing into an ABR Borrowing under the U.S. Commitments, (b) not later than 3:00 p.m., Standard Time, one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Borrowing into to a Canadian Prime Rate Borrowing, (cii) not later than 1:00 p.m.11:00 a.m., Standard Time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base Rate Borrowing into a Eurocurrency Eurodollar Borrowing or to continue any Eurocurrency Eurodollar Borrowing as a Eurocurrency Eurodollar Borrowing for an additional Interest Period, (diii) not later than 1:00 p.m.11:00 a.m., Standard Time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Eurodollar Borrowing to another permissible Interest Period and (eiv) not later than 1:00 p.m.11:00 a.m., Standard Time, three one Business Days Day prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following:
(ia) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(iib) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the aggregate principal amount of such Borrowing converted or continued shall be in an integral multiple of U.S.$1,000,000 or Cdn.$1,000,000, as the case may be, and maximum number of Borrowings of the relevant Typenot less than U.S.$10,000,000 or Cdn.$10,000,000;
(iiic) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the particulars thereof in their respective accounts maintained pursuant to SECTION 2.04, and no new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversionLoan shall be considered to have been made as a 47 result thereof; accrued interest on any Eurocurrency Eurodollar Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of the conversion;
(ivd) if any Eurocurrency Eurodollar Borrowing or B/A Borrowing Loan is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15SECTION 2.16;
(ve) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Eurodollar Borrowing or a B/A Borrowing;
(vif) any portion of a Eurocurrency Eurodollar Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Eurodollar Borrowing or a B/A Borrowing by reason of the immediately preceding clause PARAGRAPH (e) above shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be;
(g) no Interest Period may be selected for any Eurodollar Term Borrowing that would end later than any applicable Term Loan Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (i) the Eurodollar Term Borrowings with Interest Periods ending on or prior to such Term Loan Repayment Date and (ii) the ABR Term Borrowings would not be at least equal to the principal amount of Term Borrowings to be paid on such Term Loan Repayment Date; and
(viih) upon notice to the Borrowers from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Eurodollar Loan or a B/A Loan, respectively. Each notice pursuant to this Section SECTION 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity identity, amount and amount Class of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Eurodollar Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Eurodollar Borrowing or a B/A Borrowing, the Interest Period or Contract Period Period, respectively, with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Eurodollar Borrowing or a B/A Borrowing, respectively, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable other Lenders of any notice given pursuant to this Section SECTION 2.10 and of each Lender's portion of any converted or continued Borrowing. If a the applicable Borrower shall not have given notice in accordance with this Section SECTION 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section SECTION 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted continued into a new Interest Period as an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., 1:00 p.m. (Standard Time, on the day of ) one Business Day before the proposed conversion, to convert any Eurocurrency Borrowing into an ABR Borrowing under thea Class of U.S. Revolving Commitments or U.S. Term Loans, as applicable into an ABR Borrowing under the same Class of U.S. CommitmentsRevolving Commitments or U.S. Term Loans, as applicable, (b) not later than 3:00 p.m., 1:00 p.m. (Standard Time, ) one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian CommitmentsRevolving Commitments or, as the case may be, or to convert any B/A Borrowing under a Class of Canadian Commitments into a Canadian Prime Rate BorrowingBorrowing under the same Class of Canadian Commitments, (c) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any ABR Borrowing under a Class of U.S. Revolving Commitments or U.S. Term Loans, as applicable or U.S. Base Rate Borrowing under a Class of Canadian Revolving Commitments into a Eurocurrency Borrowing under the same Class of Commitments or to continue any Eurocurrency Borrowing under thea Class of U.S. Revolving Commitments, U.S. Term Loans or Canadian Revolving Commitments as a Eurocurrency Borrowing under the same Class of Commitments for an additional Interest Period, (d) not later than 3:00 p.m. (Sydney time) three Business Days prior to continuation, to continue any Eurocurrency Borrowing under the Australian Revolving Commitments as a Eurocurrency Borrowing under the Australian Revolving Commitments for an additional Interest Period, (e) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing under thea Class of U.S. Revolving Commitments or U.S. Term Loans, as applicable or Canadian Revolving Commitments to another permissible Interest Period, (f) not later than 3:00 p.m. (Sydney time) three Business Days prior to conversion, to convert the Interest Period with respect to any BBSY Rate Borrowing under the Australian Revolving Commitments to another permissible Interest Period and (eg) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing under a Class of Canadian Commitments to a B/A Borrowing under the same Class of Canadian Commitments or to continue any B/A Borrowing under a Class of Canadian Commitments as a B/A Borrowing under the same Class of Canadian Commitments for an additional Contract Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Applicable Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Applicable Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency Loan or BBSY Rate Loan (or or, in each case, any portion thereof) being converted shall be paid by the applicable Applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing, BBSY Rate Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period or Contract Period applicable thereto, the applicable Applicable Borrower shall pay, upon demand, any amounts due to the Applicable Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing (other than a Eurocurrency Borrowing under the Australian Revolving Credit Facility) or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and;
(vii) upon notice to the Borrowers Borrowerseach Applicable Borrower from the Applicable Administrative Agent given at the request of the Applicable Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan owing to such Lenders may be converted into, or continued as, a Eurocurrency Loan, a BBSY Rate Loan or a B/A Loan, respectivelyrespectivelyas applicable; and
(viii) notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Loan. Each notice pursuant to this Section 2.10 shall be irrevocable irrevocable, shall be hand delivered, faxed or sent by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing., a Canadian Prime Rate Borrowing or a Canadian Prime BBSY Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing, the applicable Applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s or 30 days'’, as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency Borrowing (other than a Eurocurrency Borrowing under the Australian Revolving Credit Facility) or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., 1:00 p.m. (Standard Time, on the day of ) one Business Day before the proposed conversion, to convert any Eurocurrency Borrowing under a Class of U.S. Revolving Commitments into an ABR Borrowing under the same Class of U.S. Revolving Commitments, (b) not later than 3:00 p.m., 1:00 p.m. (Standard Time, ) one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitmentsconversion, as the case may be, or to convert any B/A Borrowing under one Canadian Facility into a Canadian Prime Rate BorrowingBorrowing under the same Canadian Facility, (c) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any ABR Borrowing under a Class of U.S. Revolving Commitments or U.S. Base Rate Borrowing under a Class of Canadian Revolving Commitments into a Eurocurrency Borrowing under the same Class of Commitments or to continue any Eurocurrency Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments as a Eurocurrency Borrowing under the same Class of Commitments for an additional Interest Period, (d) not later than 3:00 p.m. (Sydney time) three Business Days prior to continuation, to continue any Eurocurrency Borrowing under the Australian Revolving Commitments as a Eurocurrency Borrowing under the Australian Revolving Commitments for an additional Interest Period, (e) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments to another permissible Interest Period, (f) not later than 3:00 p.m. (Sydney time) three Business Days prior to conversion, to convert the Interest Period with respect to any BBSY Rate Borrowing under the Australian Revolving Commitments to another permissible Interest Period and (eg) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing under a Canadian Facility to a B/A Borrowing under the same Canadian Facility or to continue any B/A Borrowing under a Canadian Facility as a B/A Borrowing under the same Canadian Facility for an additional Contract Period; provided, that with respect to this clause (g), such notice may be given one Business Day prior to conversion with respect to any Canadian Prime Rate Borrowing under a Canadian Facility outstanding as of the Closing Date to a B/A Borrowing under the same Canadian Facility, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Applicable Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Applicable Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency Loan or BBSY Rate Loan (or or, in each case, any portion thereof) being converted shall be paid by the applicable Applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing, BBSY Rate Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period or Contract Period applicable thereto, the applicable Applicable Borrower shall pay, upon demand, any amounts due to the Applicable Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing (other than a Eurocurrency Borrowing under the Australian Revolving Credit Facility) or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and;
(vii) upon notice to the Borrowers each Applicable Borrower from the Applicable Administrative Agent given at the request of the Applicable Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan owing to such Lenders may be converted into, or continued as, a Eurocurrency Loan, a BBSY Rate Loan or a B/A Loan, respectivelyas applicable; and
(viii) notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Loan. Each notice pursuant to this Section 2.10 shall be irrevocable irrevocable, shall be hand delivered, faxed or sent by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing, a Canadian Prime Rate Borrowing or a Canadian Prime BBSY Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing, the applicable Applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s or 30 days'’, as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency Borrowing (other than a Eurocurrency Borrowing under the Australian Revolving Credit Facility) or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., 1:00 p.m. (Standard Time, on the day of ) one Business Day before the proposed conversion, to convert any Eurocurrency Borrowing under a Class of U.S. Revolving Commitments into an ABR Borrowing under the same Class of U.S. Revolving Commitments, (b) not later than 3:00 p.m., 1:00 p.m. (Standard Time, ) one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitmentsconversion, as the case may be, or to convert any B/A Borrowing under one Canadian Facility into a Canadian Prime Rate BorrowingBorrowing under the same Canadian Facility, (c) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any ABR Borrowing under a Class of U.S. Revolving Commitments or U.S. Base Rate Borrowing under a Class of Canadian Revolving Commitments into a Eurocurrency Borrowing under the same Class of Commitments or to continue any Eurocurrency Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments as a Eurocurrency Borrowing under the same Class of Commitments for an additional Interest Period, (d) not later than 3:00 p.m. (Sydney time) three Business Days prior to continuation, to continue any Eurocurrency Borrowing under the Australian Revolving Commitments as a Eurocurrency Borrowing under the Australian Revolving Commitments for an additional Interest Period, (e) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments to another permissible Interest Period, (f) not later than 3:00 p.m. (Sydney time) three Business Days prior to conversion, to convert the Interest Period with respect to any BBSY Rate Borrowing under the Australian Revolving Commitments to another permissible Interest Period and (eg) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing under a Canadian Facility to a B/A Borrowing under the same Canadian Facility or to continue any B/A Borrowing under a Canadian Facility as a B/A Borrowing under the same Canadian Facility for an additional Contract Period; provided, that with respect to this clause (g), such notice may be given one Business Day prior to conversion with respect to any Canadian Prime Rate Borrowing under a Canadian Facility outstanding as of the Closing Date to a B/A Borrowing under the same Canadian Facility, subject in each case to the following:
: (i) each conversion or continuation shall be made pro rata among the Applicable Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
; (ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
; (iii) each conversion shall be effected by each Applicable Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency Loan or BBSY Rate Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period applicable theretoor, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and
(vii) upon notice to the Borrowers from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A Loan, respectively. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a B/A Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.each
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., 1:00 p.m. (Standard Time, on the day of ) one Business Day before the proposed conversion, to convert any Eurocurrency Borrowing into an ABR Borrowing under the U.S. Revolving Commitments, (b) not later than 3:00 p.m., 1:00 p.m. (Standard Time, ) one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, Revolving Commitments or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (c) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base Rate Borrowing into a Eurocurrency Borrowing or to continue any Eurocurrency Borrowing under the U.S. Revolving Commitments or Canadian Revolving Commitments as a Eurocurrency Borrowing for an additional Interest Period, (d) not later than 3:00 p.m. (Sydney time) three Business Days prior to continuation, to continue any Eurocurrency Borrowing under the Australian Revolving Commitments as a Eurocurrency Borrowing for an additional Interest Period, (e) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing under the U.S. Revolving Commitments or Canadian Revolving Commitments to another permissible Interest Period, (f) not later than 3:00 p.m. (Sydney time) three Business Days prior to conversion, to convert the Interest Period with respect to any BBSY Rate Borrowing under the Australian Revolving Commitments to another permissible Interest Period and (eg) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency Loan or BBSY Rate Loan (or or, in each case, any portion thereof) being converted shall be paid by the applicable Applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing, BBSY Rate Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period or Contract Period applicable thereto, the applicable Applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing (other than a Eurocurrency Borrowing under the Australian Revolving Credit Facility) or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and;
(vii) upon notice to the Borrowers from the Administrative Agent given at the request of the Applicable Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan, a BBSY Rate Loan or a B/A Loan, respectively; and
(viii) notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Loan. Each notice pursuant to this Section 2.10 shall be irrevocable irrevocable, shall be hand delivered, faxed or sent by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing. a Canadian Prime Rate Borrowing or a Canadian Prime BBSY Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing, the applicable Applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s or 30 days'’, as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency Borrowing (other than a Eurocurrency Borrowing under the Australian Revolving Credit Facility) or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers Borrower shall have the right at any time upon prior irrevocable written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Applicable Administrative Agent (a) not later than 11:00 a.m., Standard Time12:00 p.m., on the day date of the proposed conversion, to convert any Eurocurrency Eurodollar Borrowing into an ABR Borrowing under the U.S. Commitments, (b) not later than 3:00 p.m., Standard Time, one Business Day before the proposed conversion to convert or any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base CDOR Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (cb) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base Rate Borrowing into a Eurocurrency Eurodollar Borrowing or to continue any Eurocurrency Eurodollar Borrowing as a Eurocurrency Eurodollar Borrowing for an additional Interest Period, (dc) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period and (e) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A CDOR Rate Borrowing or to continue any B/A CDOR Rate Borrowing as a B/A CDOR Rate Borrowing for an additional Contract Interest Period or (d) not later than 1:00 p.m., three Business Days prior to continuation, to continue any Eurocurrency Rate Borrowing of a given Type (other than a Eurodollar Borrowing) as a Eurocurrency Rate Borrowing of the same Type for an additional Interest Period, subject in each case to the following:
(i) subject to Section 2.16, each conversion or and/or continuation shall be made pro rata among the relevant Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or and/or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording recording, for the account of such Lender relevant Lender, the new Type and/or Interest Period or Contract Period for of such Borrowing Loan resulting from such conversionconversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurocurrency Rate Loan or CDOR Rate Loan (or portion thereof, in each case) being converted shall be paid by the applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Eurodollar Borrowing or B/A CDOR Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;2.17; and
(v) for the avoidance of doubt, any portion such conversion and/or continuation shall not constitute the repayment or reborrowing of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of particular loan and the immediately preceding clause original loan shall be automatically converted at considered to continue with full force and effect in the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and
(vii) upon notice to the Borrowers from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A Loan, respectivelynew form. Each notice pursuant to this Section 2.10 shall be irrevocable (subject to Sections 2.08 and 2.16) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Eurodollar Borrowing, EURIBOR Borrowing, Sterling LIBOR Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Canadian Prime Rate Borrowing or a Canadian Prime CDOR Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Rate Borrowing or a B/A CDOR Rate Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Rate Borrowing or a B/A CDOR Rate Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one 1 month's or 30 days', as the case may be, ’s duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency Rate Borrowing or B/A any CDOR Rate Borrowing of a given Type into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted continued into an ABR Borrowing, a U.S. Base Eurocurrency Rate Borrowing or a Canadian Prime CDOR Rate Borrowing, as applicable, of the same Type with an Interest Period of 1 month’s duration. This Section shall not apply to Swingline Loans.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., 1:00 p.m. (Standard Time, ) on the day of the proposed conversion, to convert any Eurocurrency Borrowing into an ABR Borrowing under the U.S. Commitments, (b) not later than 3:00 p.m., p.m. (Standard Time, ) one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, Commitments or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (c) not later than 1:00 p.m., 3:00 p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base Rate Borrowing into a Eurocurrency Borrowing or to continue any Eurocurrency Borrowing as a Eurocurrency Borrowing for an additional Interest Period, (d) not later than 1:00 p.m., 3:00 p.m. (Standard Time, ) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period and (e) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency Loan (or portion thereof) being converted shall be paid by the applicable Applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and;
(vii) upon notice to the Borrowers from the Administrative Agent given at the request of the Applicable Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A Loan, respectively; and
(viii) notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Loan. Each notice pursuant to this Section 2.10 shall be irrevocable irrevocable, shall be hand delivered, faxed or sent by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a B/A Borrowing, the applicable Applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s or 30 days'’, as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., 1:00 p.m. (Standard Time, on the day of ) one Business Day before the proposed conversion, to convert any Eurocurrency Borrowing into an ABR Borrowing under the U.S. Revolving Commitments, (b) not later than 3:00 p.m., 1:00 p.m. (Standard Time, ) one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, Revolving Commitments or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (c) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base Rate Borrowing into a Eurocurrency Borrowing or to continue any Eurocurrency Borrowing under the U.S. Revolving Commitments or Canadian Revolving Commitments as a Eurocurrency Borrowing for an additional Interest Period, (d) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing under the U.S. Revolving Commitments or Canadian Revolving Commitments to another permissible Interest Period, (e) not later than 3:00 p.m. (Sydney time) three Business Days prior to conversion, to convert the Interest Period with respect to any BBSY Rate Borrowing under the Australian Revolving Commitments to another permissible Interest Period and (ef) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency Loan or BBSY Rate Loan (or or, in each case, any portion thereof) being converted shall be paid by the applicable Applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing, BBSY Rate Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period or Contract Period applicable thereto, the applicable Applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and;
(vii) upon notice to the Borrowers from the Administrative Agent given at the request of the Applicable Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan, a BBSY Rate Loan or a B/A Loan, respectively; and
(viii) notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Loan. Each notice pursuant to this Section 2.10 shall be irrevocable irrevocable, shall be hand delivered, faxed or sent by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing. a Canadian Prime Rate Borrowing or a Canadian Prime BBSY Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing, a BBSY Rate Borrowing or a B/A Borrowing, the applicable Applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s or 30 days'’, as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency Borrowing (other than a Eurocurrency Borrowing under the Australian Revolving Credit Facility) or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers Each Borrower shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m.1:00 p.m., Standard Local Time, on the day of the proposed two Business Days prior to conversion, to convert any Eurocurrency Borrowing denominated in dollars into an ABR Borrowing under the U.S. Commitments, (b) not later than 3:00 p.m., Standard Time, one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (cb) not later than 1:00 p.m., Standard Local Time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base into a Eurocurrency Borrowing denominated in dollars, to convert any Canadian Prime Rate Borrowing into a Eurocurrency B/A Borrowing or to continue any Eurocurrency Borrowing as a Eurocurrency Borrowing for an additional Interest Period, (dc) not later than 1:00 p.m., Standard Local Time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period and (e) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for Loan of such Borrowing Lender resulting from such conversionconversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurocurrency Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.152.16;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowingborrowing, as the case may be;
(vii) no Interest Period may be selected for any Eurocurrency Term Borrowing that would end later than a Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurocurrency Term Borrowings comprised of Tranche A Loans, Tranche B Loans or Other Term Loans, as applicable, with Interest Periods ending on or prior to such Repayment Date and (B) the ABR Term Borrowings comprised of Tranche A Loans, Tranche B Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of Term Borrowings to be paid on such Repayment Date;
(viii) no B/A Borrowing may be converted or continued other than at the end of the Contract Period applicable thereto; and
(viiix) upon notice to the Borrowers applicable Borrower from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A LoanLoan and any outstanding Eurocurrency Borrowing or B/A Borrowing shall, respectivelyat the end of the Interest Period or Contract Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to an ABR Borrowing or a Canadian Prime Rate Borrowing, as the case may be. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity identity, amount and amount Class of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a B/A Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, ’s duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period or Contract Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into to an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers Each Borrower shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m.1:00 p.m., Standard Local Time, on the day of the proposed two Business Days prior to conversion, to convert any Eurocurrency Borrowing denominated in dollars into an ABR Borrowing under the U.S. Commitments, (b) not later than 3:00 p.m., Standard Time, one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (cb) not later than 1:00 p.m., Standard Local Time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base into a Eurocurrency Borrowing denominated in dollars, to convert any Canadian Prime Rate Borrowing into a Eurocurrency B/A Borrowing or to continue any Eurocurrency Borrowing as a Eurocurrency Borrowing for an additional Interest Period, (dc) not later than 1:00 p.m., Standard Local Time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period and (e) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for Loan of such Borrowing Lender resulting from such conversionconversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurocurrency Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.152.16;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowingborrowing, as the case may be;
(vii) no Interest Period may be selected for any Eurocurrency Term Borrowing that would end later than a Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurocurrency Term Borrowings comprised of Tranche A Loans, Tranche A-1 Loans, Tranche B Loans or Other Term Loans, as applicable, with Interest Periods ending on or prior to such Repayment Date and (B) the ABR Term Borrowings comprised of Tranche A Loans, Tranche A-1 Loans, Tranche B Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of Term Borrowings to be paid on such Repayment Date;
(viii) no B/A Borrowing may be converted or continued other than at the end of the Contract Period applicable thereto; and
(viiix) upon notice to the Borrowers applicable Borrower from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A LoanLoan and any outstanding Eurocurrency Borrowing or B/A Borrowing shall, respectivelyat the end of the Interest Period or Contract Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to an ABR Borrowing or a Canadian Prime Rate Borrowing, as the case may be. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity identity, amount and amount Class of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a B/A Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, ’s duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period or Contract Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into to an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., 1:00 p.m. (Standard Time, on the day of ) one Business Day before the proposed conversion, to convert any Eurocurrency SOFR Borrowing under a Class of U.S. Revolving Commitments into an ABR Borrowing under the same Class of U.S. Revolving Commitments, (b) not later than 3:00 p.m., 1:00 p.m. (Standard Time, ) one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitmentsconversion, as the case may be, or to convert any B/A ATerm XXXXX Borrowing under one Canadian Facility into a Canadian Prime Rate BorrowingBorrowing under the same Canadian Facility, (c) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any ABR Borrowing under a Class of U.S. Revolving Commitments or U.S. Base Rate Borrowing under a Class of Canadian Revolving Commitments into a Eurocurrency SOFR Borrowing under the same Class of Commitments or to continue any Eurocurrency SOFR Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments as a Eurocurrency SOFR Borrowing under the same Class of Commitments for an additional Interest Period, (d) not later than 3:00 p.m. (Sydney time) three Business Days prior to continuation, to continue any SOFR Borrowing under the Australian Revolving Commitments as a SOFR Borrowing under the Australian Revolving Commitments for an additional Interest Period, (e) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency SOFR Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments to another permissible Interest Period, (f) not later than 3:00 p.m. (Sydney time) three Business Days prior to conversion, to convert the Interest Period with respect to any BBSY Rate Borrowing under the Australian Revolving Commitments to another permissible Interest Period and (eg) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing under a Canadian Facility to a B/ATerm XXXXX Borrowing under the same Canadian Facility or to continue any B/ATerm XXXXX Borrowing under a Canadian Facility as a B/ATerm XXXXX Borrowing under the same Canadian Facility for an additional Contract Period; provided, that with respect to this clause (g), such notice may be given one Business Day prior to conversion with respect to any Canadian Prime Rate Borrowing under a Canadian Facility outstanding as of the Closing Date to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract under the same Canadian FacilityInterest Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Applicable Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Applicable Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency SOFR Loan, Term XXXXX Loan or BBSY Rate Loan (or or, in each case, any portion thereof) being converted shall be paid by the applicable Applicable Borrower at the time of conversion;
(iv) if any Eurocurrency SOFR Borrowing, BBSY Rate Borrowing or B/A ATerm XXXXX Borrowing is converted at a time other than the end of the Interest Period or Contract Period applicable thereto, the applicable Applicable Borrower shall pay, upon demand, any amounts due to the Applicable Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency SOFR Borrowing, a BBSY Rate Borrowing or a B/A ATerm XXXXX Borrowing;
(vi) any portion of a Eurocurrency SOFR Borrowing (other than a SOFR Borrowing under the Australian Revolving Credit Facility) or a B/A ATerm XXXXX Borrowing that cannot be converted into or continued as a Eurocurrency SOFR Borrowing or a B/A Borrowing ATerm XXXXX Borrowing, respectively, by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and;
(vii) upon notice to the Borrowers each Applicable Borrower from the Applicable Administrative Agent given at the request of the Applicable Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan owing to such Lenders may be converted into, or continued as, a Eurocurrency SOFR Loan, a BBSY Rate Loan or a B/A ATerm XXXXX Loan, respectivelyas applicable; and
(viii) notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a SOFR Loan. Each notice pursuant to this Section 2.10 shall be irrevocable and irrevocable, shall be hand delivered, faxed or sent by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)), shall refer to this Agreement Agreement, shall be substantially in the form of Exhibit B-6 and specify (i) the identity and amount of the Borrowing that the applicable Applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency SOFR Borrowing, an ABR Borrowing, a B/A ATerm XXXXX Borrowing, a U.S. Base Rate Borrowing, a Canadian Prime Rate Borrowing or a Canadian Prime BBSY Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency SOFR Borrowing, a BBSY Rate Borrowing or a B/A ATerm XXXXX Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency SOFR Borrowing, a BBSY Rate Borrowing or a B/A ATerm XXXXX Borrowing, the applicable Applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s or 30 days'’, as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency SOFR Borrowing (other than a SOFR Borrowing under the Australian Revolving Credit Facility) or B/A ATerm XXXXX Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., Standard Time, on the day of the proposed conversion, to convert any Eurocurrency Borrowing into an ABR Borrowing under the U.S. Commitments or the Canadian Commitments, (b) not later than 3:00 p.m., Standard Time, one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, Commitments or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (c) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base Rate Borrowing into a Eurocurrency Borrowing or to continue any Eurocurrency Borrowing as a Eurocurrency Borrowing for an additional Interest Period, (d) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period and (e) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and
(vii) upon notice to the Borrowers from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A Loan, respectively. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a B/A Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m., 1:00 p.m. (Standard Time, on the day of ) one Business Day before the proposed conversion, to convert any Eurocurrency SOFR Borrowing under a Class of U.S. Revolving Commitments into an ABR Borrowing under the same Class of U.S. Revolving Commitments, (b) not later than 3:00 p.m., 1:00 p.m. (Standard Time, ) one Business Day before the proposed conversion conversion, to convert any Eurocurrency Term XXXXX Borrowing under the onethe Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Borrowing Revolving Facility into a Canadian Prime Rate BorrowingBorrowing under the same Canadian Revolving Facility, (c) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any ABR Borrowing under a Class of U.S. Revolving Commitments or U.S. Base Rate Borrowing under a Class of Canadian Revolving Commitments into a Eurocurrency SOFR Borrowing under the same Class of Commitments or to continue any Eurocurrency SOFR Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments as a Eurocurrency SOFR Borrowing under the same Class of Commitments for an additional Interest Period, (d) not later than 3:00 p.m. (Sydney time) three Business Days prior to continuation, to continue any SOFR Borrowing under the Australian Revolving Commitments as a SOFR Borrowing under the Australian Revolving Commitments for an additional Interest Period, (e) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency SOFR Borrowing under a Class of U.S. Revolving Commitments or Canadian Revolving Commitments to another permissible Interest Period, (f) not later than 3:00 p.m. (Sydney time) three Business Days prior to conversion, to convert the Interest Period with respect to any BBSY Rate Borrowing under the Australian Revolving Commitments to another permissible Interest Period and (eg) not later than 1:00 p.m., p.m. (Standard Time, ) three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing under athe Canadian Revolving Facility to a B/A Term XXXXX Borrowing under the same Canadian Revolving Facility or to continue any B/A Term XXXXX Borrowing under athe Canadian Revolving Facility as a B/A Term XXXXX Borrowing under the same Canadian Revolving Facility for an additional Contract Interest Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Applicable Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the -74- limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22), regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Applicable Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for such Borrowing resulting from such conversion; accrued interest on any Eurocurrency SOFR Loan, Term XXXXX Loan or BBSY Rate Loan (or or, in each case, any portion thereof) being converted shall be paid by the applicable Applicable Borrower at the time of conversion;
(iv) if any Eurocurrency SOFR Borrowing, BBSY Rate Borrowing or B/A Term XXXXX Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Applicable Borrower shall pay, upon demand, any amounts due to the Applicable Lenders pursuant to Section 2.15;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency SOFR Borrowing, a BBSY Rate Borrowing or a B/A Term XXXXX Borrowing;
(vi) any portion of a Eurocurrency SOFR Borrowing (other than a SOFR Borrowing under the Australian Revolving Credit Facility) or a B/A Term XXXXX Borrowing that cannot be converted into or continued as a Eurocurrency SOFR Borrowing or a B/A Borrowing Term XXXXX Borrowing, respectively, by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and;
(vii) upon notice to the Borrowers each Applicable Borrower from the Applicable Administrative Agent given at the request of the Applicable Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan owing to such Lenders may be converted into, or continued as, a Eurocurrency SOFR Loan, a BBSY Rate Loan or a B/A Term XXXXX Loan, respectivelyas applicable; and
(viii) notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a SOFR Loan. Each notice pursuant to this Section 2.10 shall be irrevocable and irrevocable, shall be hand delivered, faxed or sent by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)), shall refer to this Agreement Agreement, shall be substantially in the form of Exhibit B-6 and specify (i) the identity and amount of the Borrowing that the applicable Applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency SOFR Borrowing, an ABR Borrowing, a B/A Term XXXXX Borrowing, a U.S. Base Rate Borrowing, a Canadian Prime Rate Borrowing or a Canadian Prime BBSY Rate Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency SOFR Borrowing, a BBSY Rate Borrowing or a B/A Term XXXXX Borrowing, the Interest Period or Contract Period with -75- respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency SOFR Borrowing, a BBSY Rate Borrowing or a B/A Term XXXXX Borrowing, the applicable Applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, ’s duration. The Applicable Administrative Agent shall promptly advise the applicable Applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency SOFR Borrowing (other than a SOFR Borrowing under the Australian Revolving Credit Facility) or B/A Term XXXXX Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable.
Appears in 1 contract
Conversion and Continuation of Borrowings. The Borrowers Each Borrower shall have the right at any time upon prior irrevocable notice to the Applicable Administrative Agent (a) not later than 11:00 a.m.1:00 p.m., Standard Local Time, on the day of the proposed two Business Days prior to conversion, to convert any Eurocurrency Borrowing denominated in dollars into an ABR Borrowing under the U.S. Commitments, (b) not later than 3:00 p.m., Standard Time, one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (cb) not later than 1:00 p.m., Standard Local Time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base into a Eurocurrency Borrowing denominated in dollars, to convert any Canadian Prime Rate Borrowing into a Eurocurrency B/A Borrowing or to continue any Eurocurrency Borrowing as a Eurocurrency Borrowing for an additional Interest Period, Period and (dc) not later than 1:00 p.m., Standard Local Time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period and (e) not later than 1:00 p.m., Standard Time, three Business Days prior to conversion or continuation, to convert any Canadian Prime Rate Borrowing to a B/A Borrowing or to continue any B/A Borrowing as a B/A Borrowing for an additional Contract Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording for the account of such Lender the new Type and/or Interest Period or Contract Period for Loan of such Borrowing Lender resulting from such conversionconversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurocurrency Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing or B/A Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.152.16;
(v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be;
(vii) no Interest Period may be selected for any Eurocurrency Term Borrowing that would end later than a Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (x) the Eurocurrency Term Borrowings comprised of Tranche A Loans, Specified Incremental Term Loans or Other Term Loans, as applicable, with Interest Periods ending on or prior to such Repayment Date and (y) the ABR Term Borrowings comprised of Tranche A Loans, Specified Incremental Term Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of Term Borrowings to be paid on such Repayment Date;
(viii) no B/A Borrowing may be converted or continued other than at the end of the Contract Period applicable thereto; and
(viiix) upon notice to the Borrowers applicable Borrower from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A LoanLoan and any outstanding Eurocurrency Borrowing or B/A Borrowing shall, respectivelyat the end of the Interest Period or Contract Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted to an ABR Borrowing or a Canadian Prime Rate Borrowing, as the case may be. Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (ia) the identity identity, amount and amount Class of the Borrowing that the applicable Borrower requests be converted or continued, (iib) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, (iiic) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (ivd) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a B/A Borrowing, the Interest Period or Contract Period with respect thereto. If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a B/A Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's or 30 days', as the case may be, ’s duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Borrowing into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period or Contract Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into to an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable. The U.S. Borrower shall not have the right to convert or continue the Interest Period with respect to any Competitive Loan pursuant to this Section 2.10.
Appears in 1 contract
Samples: Credit Agreement (Cbre Group, Inc.)
Conversion and Continuation of Borrowings. The Borrowers shall have the right at any time upon prior irrevocable written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Applicable Administrative Agent (a) not later than 11:00 a.m.1:00 p.m., Standard Time, on the day of the proposed 1 Business Day prior to conversion, to convert any Eurocurrency Eurodollar Borrowing into an ABR Borrowing under or any Bankers’ Acceptance Borrowing into a Canadian Prime Rate Borrowing (upon the U.S. Commitmentsmaturity of the underlying B/A Instrument), (b) not later than 3:00 p.m., Standard Time, one Business Day before the proposed conversion to convert any Eurocurrency Borrowing under the Canadian Commitments into an ABR Borrowing or a U.S. Base Rate Borrowing under the Canadian Commitments, as the case may be, or to convert any B/A Borrowing into a Canadian Prime Rate Borrowing, (c) not later than 1:00 p.m., Standard Time, three 3 Business Days prior to conversion or continuation, to convert any ABR Borrowing or U.S. Base Rate Borrowing into a Eurocurrency Eurodollar Borrowing or to continue any Eurocurrency Eurodollar Borrowing as a Eurocurrency Eurodollar Borrowing for an additional Interest Period, (dc) not later than 1:00 p.m., Standard Time, three 3 Business Days prior to conversion, to convert the Interest Period with respect to any Eurocurrency Borrowing to another permissible Interest Period extent provided for in, and (e) not later than 1:00 p.m.subject to, Standard Time, three Business Days prior to conversion or continuationSchedule 2.02(b), to convert any Canadian Prime Rate Borrowing to a B/A Bankers’ Acceptance Borrowing or to continue any Bankers’ Acceptance Borrowing as a Bankers’ Acceptance Borrowing (upon the maturity of the underlying B/A Borrowing as a B/A Borrowing Instrument) for an additional Contract term (or, in the case of a Bankers’ Acceptance Borrowing with a term in excess of 180 days, 5 Business Days), or (d) not later than 1:00 p.m., 3 Business Days prior to continuation, to continue any Euro Rate Borrowing of a given Type (other than a Eurodollar Borrowing) as a Euro Rate Borrowing of the same Type for an additional Interest Period, subject in each case to the following:
(i) subject to Section 2.16, each conversion or and continuation shall be made pro rata among the relevant Lenders in accordance with the respective principal amounts (or Face Amounts, as applicable) of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount (or, Face Amount, as applicable) of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) and, if applicable, Section 2.22, regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Applicable Administrative Agent by recording recording, for the account of such Lender relevant Lender, the new Type and/or Interest Period or Contract Period for of such Borrowing Loan resulting from such conversionconversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurocurrency Euro Rate Loan (or portion thereof) being converted shall be paid by the applicable relevant Borrower at the time of conversion;
(iv) if any Eurocurrency Borrowing or B/A Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable relevant Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;2.17; and
(v) for the avoidance of doubt, any portion such conversion and/or continuation shall not constitute the repayment or reborrowing of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing;
(vi) any portion of a Eurocurrency Borrowing or a B/A Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a B/A Borrowing by reason of particular loan and the immediately preceding clause original loan shall be automatically converted at considered to continue with full force and effect in the end of the Interest Period or Contract Period in effect for such Borrowing into an ABR Borrowing, a U.S. Base Rate Borrowing or a Canadian Prime Rate Borrowing, as the case may be; and
(vii) upon notice to the Borrowers from the Administrative Agent given at the request of the Required U.S. Lenders or the Required Canadian Lenders, as the case may be, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurocurrency Loan or a B/A Loan, respectivelynew form. Each notice pursuant to this Section 2.10 shall be irrevocable (subject to Sections 2.08 and 2.16) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable relevant Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Eurodollar Borrowing, EURIBOR Borrowing, Sterling LIBOR Borrowing, an ABR Borrowing, a B/A Borrowing, a U.S. Base Canadian Prime Rate Borrowing or a Canadian Prime Rate Bankers’ Acceptance Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and ), (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a B/A Euro Rate Borrowing, the Interest Period or Contract Period with respect theretothereto and (v) if such Borrowing is to be converted to a Bankers’ Acceptance Borrowing, the term of the proposed Borrowing (which, in each case, shall comply with the requirements of Schedule 2.02(b)). If no Interest Period or Contract Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a B/A Euro Rate Borrowing, the applicable relevant Borrower shall be deemed to have selected an Interest Period of 1 month’s duration. If no term is specified in any such notice with respect to any conversion to or Contract Period continuation as a Bankers’ Acceptance Borrowing, the Canadian Revolver Borrower shall be deemed to have selected a term of one 1 month's or 30 days', as the case may be, ’s duration. The Applicable Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each Lender's ’s portion of any converted or continued Borrowing. If a the relevant Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurocurrency or B/A Euro Rate Borrowing of a given Type into a subsequent Interest Period or Contract Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted continued into an ABR Borrowing, a U.S. Base Euro Rate Borrowing or of the same Type with an Interest Period of 1 month’s duration. If the Canadian Revolver Borrower shall not have given notice in accordance with this Section 2.10 to continue any Bankers’ Acceptance Borrowing into a subsequent term (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the term applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a Canadian Prime Rate Borrowing. This Section shall not apply to Swingline Loans. Mandatory and voluntary conversions and continuations of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule 2.02(b). Except as applicableotherwise provided under Section 2.28 upon a Re-Allocation Event, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the relevant underlying Bankers’ Acceptance.
Appears in 1 contract
Samples: Credit Agreement (Comdata Network, Inc. Of California)