Conversion to Term Loans. The Parent Borrower shall have the right, on one occasion during the Availability Period, to convert all, or a portion of, the outstanding Revolving Loans of the Parent Borrower and/or ACUS to term loans (the “Term Loans”) in Dollars; provided that any Revolving Loans denominated in Euro or Sterling shall be (if the Parent Borrower requests to convert them into Term Loans) converted to an amount in Dollars at the Spot Rate determined on the Business Day prior to the Term Loan Conversion Date. For the avoidance of doubt, the Term Loans shall have no scheduled amortization and all other terms, including pricing and maturity, shall be identical to the Revolving Loans (except for the ability to reborrow Loans once repaid).
Conversion to Term Loans. At the option of the Borrower and subject to the satisfaction of the conditions precedent for a Borrowing set forth in Section 4.02, upon written notice delivered to the Administrative Agent no earlier than 60 days and no later than one Business Day prior to the Revolving Credit Termination Date, the aggregate principal amount of all, but not less than all, of the Revolving Loans remaining outstanding at the close of the Administrative Agent's business on the Revolving Credit Termination Date shall automatically convert to Term Loans with a maturity of one year. Any portion of each Lender's Commitment not utilized on or before the Revolving Credit Termination Date shall be permanently cancelled. Any Term Loans that are prepaid may not be reborrowed.
Conversion to Term Loans. (a) At the option of the Parent Borrower and subject to the terms and provisions of this Section 2.18, upon written notice delivered to the Administrative Agent no earlier than 60 days and no later than 30 days prior to the Scheduled Maturity Date, the aggregate principal amount of all, but not less than all, of the Revolving Loans remaining outstanding at 5:00 p.m., New York City time, on the Scheduled Maturity Date shall automatically convert to Term Loans with a maturity of one year from the Scheduled Maturity Date (the “Term Out Period”) and shall be considered a “Borrowing” for all purposes under this Agreement. Any portion of each Lender’s Revolving Credit Commitment not utilized on or before the Scheduled Maturity Date shall be permanently cancelled. Any Term Loans that are prepaid may not be reborrowed, and each Borrower shall pay all unpaid principal and all accrued and unpaid interest on such Borrower’s Term Loans on or prior to the Final Maturity Date. The Term Loans shall be Base Rate Loans or Eurodollar Rate Loans, at each Borrower’s election, and each Borrower shall have the right to continue or convert the Type of Term Loan Borrowing and, as applicable, elect different Interest Periods applicable thereto in the same manner as the Revolving Loan Borrowings.
(b) The Parent Borrower’s notice to the Administrative Agent to convert the outstanding Revolving Loans to Term Loans pursuant to this Section 2.18 shall (i) be irrevocable, (ii) constitute a representation by the Parent Borrower that (A) no Event of Default or Default has occurred and is continuing on and as of the date the Parent Borrower provides such notice and on the Scheduled Maturity Date, and (B) the representations and warranties contained in Section 3 are true and correct in all material respects on and as of the date the Parent Borrower provides such notice and on the Scheduled Maturity Date (unless any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (iii) be subject to the satisfaction of the conditions precedent set forth in this Section 2.18 and (iv) be subject to the Borrowers entering into such amendments to this Agreement as the Administrative Agent shall reasonably request to implement the terms and conditions of such conversion.
Conversion to Term Loans. Borrower shall have the option to convert the Principal Debt outstanding on the Termination Date (after giving effect to any loan repayments on or prior to the Termination Date) to a Term Loan maturing no later than one year after the Term Conversion Date (the "TERM LOAN MATURITY DATE"); PROVIDED, HOWEVER, that (i) no Term Loan Conversion may be made on any date on which all or any portion of the Commitment is available to be borrowed as revolving Borrowings under the 364-Day Facility, and (ii) no Term Loan Conversion may be made which would have the effect of extending the Termination Date to a date later than the then-applicable "TERMINATION DATE" under the Multi-Year Agreement. Such Term Loan conversion is subject to and on the terms and conditions set forth below:
(a) No sooner than 90 days (and not later than 10 days) preceding the Termination Date, Borrower shall deliver to Administrative Agent a Term Conversion Request in substantially the form of EXHIBIT B-3 (a "TERM CONVERSION REQUEST"), which, among other things, shall (i) specify Borrower's election to make such conversion to a Term Loan, and (ii) specify the Type of Borrowing or Borrowings to which the Principal Debt shall be converted and the Interest Periods therefor (if applicable) on the Term Conversion Date; and
(b) No Default or Potential Default shall exist on either the date such Term Conversion Request is delivered or on the Term Conversion Date; and no Default or Potential Default shall exist after giving effect to the Term Loan conversion.
Conversion to Term Loans. If, on any anniversary of the Closing ------------------------ Date, the sum of (a) the then outstanding Revolving Credit Loans and Swing Line Loans and (b) the then outstanding Revolving Synthetic Lease Obligations exceeds $75,000,000 (the "Excess Amount"), then the following actions shall be taken (if ------------- applicable) in the following order:
(i) the Revolving Credit Commitments shall be automatically reduced by an amount equal to the Excess Amount,
(ii) any amount of outstanding Revolving Synthetic Lease Obligations up to the Excess Amount shall be converted to term loans (the "Term ---- Synthetic Lease Obligations") in accordance with the terms of the Synthetic --------------------------- Lease Facility and
(iii) Revolving Credit Loans in an amount equal to (A) the Excess Amount minus (B) the amount of the Revolving Synthetic Lease Obligations ----- converted to Term Synthetic Lease Obligations on such date shall be automatically converted to term loans (any such Revolving Credit Loans so converted being herein called the "Term Loans"). ----------
Conversion to Term Loans. At the option of the Borrower and subject to the satisfaction of the conditions precedent for a Conversion set forth in Section 4.03, upon written notice delivered to the Administrative Agent no earlier than 60 days and no later than 30 days prior to the proposed Conversion Date, the aggregate principal amount of any Construction Loans remaining outstanding immediately prior to the close of the Administrative Agent's business on the Conversion Date shall automatically convert to Term Loans maturing on the Final Maturity Date. Any Term Loans that are prepaid may not be reborrowed.
Conversion to Term Loans. The Borrower shall have the right, exercisable one time no later than 30 days after the Agreement Date by providing written notice to the Administrative Agent, to convert, subject to Section 3.2.(c), not more than $250,000,000 of the principal amount of the then outstanding Revolving Loans of the Types and Interest Periods identified in such notice into term loans (the “Term Loans”). The Administrative Agent shall notify the Lenders promptly upon receipt of such notice. The effectiveness of such conversion shall be subject to the following conditions precedent: (a) no Default or Event of Default shall be in existence on the effective date of such conversion, and (b) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such conversion except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. Prior to the effectiveness of such conversion, the Borrower shall deliver to the Administrative Agent a certificate from the chief financial officer or chief accounting officer certifying the matters referred to in the immediately preceding clauses (a) and (b). Upon the effectiveness of the conversion of the outstanding principal balance of Revolving Loans into Term Loans as contemplated by this Section, the aggregate amount of the Commitments shall be reduced in an amount equal to the aggregate principal amount of the Revolving Loans converted into Term Loans, and the Term Loans shall continue to be of the same Types and, if applicable, Interest Periods as the Revolving Loans converted into such Term Loans until such Term Loans are Continued or Converted pursuant to Sections 2.8. and 2.9., respectively. The Borrower may not reborrow any portion of the Term Loans once repaid.
Conversion to Term Loans. On the Interim Loan Conversion Date, so long as (i) no order, decree, injunction or judgment enjoining the conversion of Interim Loans to Term Loans is in effect and (ii) no Event of Default under Section 7.01(b), (c), (g) or (h) shall have occurred and then be continuing and (iii) the Administrative Agent receives an officer’s certificate from the Borrower certifying to the foregoing, all outstanding Interim Loans shall be converted into term loans (each, a “Term Loan”) having an aggregate principal amount equal to the principal amount of such Interim Loans not repaid in cash on or prior to such date. Upon the conversion of the Interim Loans into Term Loans, each Lender shall cancel on its records a principal amount of the Interim Loans held by such Lender corresponding to the principal amount of Term Loans issued by such Lender, which corresponding principal amount of the Interim Loans shall be satisfied by the conversion of such Interim Loans into Term Loans in accordance with this Section 2.22(a). If an Event of Default described in Section 7.01(b), (c), (g) or (h) shall have occurred and be continuing on the Interim Loan Conversion Date, the Interim Loans shall not be so converted and the Interim Loans shall be due and payable on the Interim Loan Conversion Date.
Conversion to Term Loans. At the option of the Borrower and subject to the satisfaction of the conditions precedent set forth in this Section 2.21 and the conditions precedent for a Borrowing set forth in Section 4.02, all of which conditions must be satisfied at the time of Borrower’s request and also on the Maturity Date, upon written notice delivered to the Administrative Agent no earlier than 60 days and no later than five Business Days prior to the Maturity Date, the aggregate principal amount of all, but not less than all, of the Revolving Loans remaining outstanding at 5:00 p.m., New York City time, on the Maturity Date shall automatically convert to Term Loans with a maturity of one year and shall be considered a “Borrowing” for all purposes under this Agreement. Any portion of each Lender’s Commitment not utilized on or before the date of expiration of the Availability Period shall be permanently cancelled. Any Term Loans that are prepaid may not be reborrowed and Borrower shall be required to pay all unpaid principal and all accrued and unpaid interest on the Term Loans on or prior to the Final Maturity Date. Term Loans shall be ABR Loans or Eurodollar Loans, at Borrower’s election, and Borrower shall have the right to continue or convert the Type of Term Loan Borrowing and, as applicable, elect different Interest Periods applicable thereto in the same manner as the Revolving Borrowings.
Conversion to Term Loans. If, on the Maturity Date: (i) all principal and interest in respect of the Bridge Loans has not been paid in full, (ii) no Conversion Default exists and is continuing, (iii) no order, decree, injunction or judgment enjoining the conversion of Bridge Loans to Term Loans shall be in effect and (iv) the Administrative Agent receives an Officers' Certificate from the Borrower certifying to the foregoing and requesting a conversion of the Bridge Loans to Term Loans, each of the Lenders hereby commits that, on the Maturity Date, such Lender will convert its Bridge Loan (including, without limitation, any Bridge Loans resulting from the capitalization of interest pursuant to Section 2.4(e) below), to a Term Loan maturing on the ninth anniversary of the original Maturity Date (and the Maturity Date shall be deemed to have been automatically extended to such ninth anniversary date).
