Common use of Conversions and Continuations Clause in Contracts

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 22 contracts

Samples: Credit Agreement (First Data Corp), 2017 November Joinder Agreement (First Data Corp), 2017 June Joinder Agreement (First Data Corp)

AutoNDA by SimpleDocs

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount (and in multiples of $5,000,000 (or the Dollar Equivalent 100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 9 contracts

Samples: Credit Agreement, Credit Agreement (Samson Resources Corp), Second Lien Intercreditor Agreement (Samson Resources Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 9 contracts

Samples: Credit Agreement (Applovin Corp), Credit Agreement (Applovin Corp), Credit Agreement (Applovin Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day Day, subject to Section 2.11, to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Loans, Revolving Credit Loans, Additional/Replacement Revolving Credit Loans denominated in Dollars or Extended Revolving Credit Loans of one Type into a Borrowing or Borrowings of another Type and (y) except as otherwise provided herein the Borrower shall have the option on any Business Day the last day of an Interest Period to continue the outstanding principal amount of any LIBOR Eurodollar Loans as LIBOR Eurodollar Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurodollar Loans may not be continued as LIBOR Eurodollar Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to LIBOR to, Eurodollar Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one the same Business Day’s notice Day in the case of a conversion into ABR Loans Loans), prior written notice (or telephonic notice promptly confirmed in writing) (each, each a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into andcontinued, the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), the principal amount of Loans to be converted or continued, as the case may be, and if such Loans are to be converted into or continued as LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Loan, shall have a one-month Interest Period. Any such automatic continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. If the Borrower requests a conversion to, or continuation of, Eurodollar Loans in any such Notice of Conversion or Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month’s duration. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Loan. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 8 contracts

Samples: Junior Priority Intercreditor Agreement (Snap One Holdings Corp.), Credit Agreement (Snap One Holdings Corp.), Incremental Agreement (Snap One Holdings Corp.)

Conversions and Continuations. (a) Subject The Borrower may elect from time to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day time to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted Eurodollar Advances to ABR Loans. Each such conversion or continuation shall be effected by the Borrower Advances by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election (confirmed by the Administrative Agent’s Office prior delivery of a Notice of Conversion/Continuation), specifying the amount to 1:00 p.m. (New York City time) at least be so converted, provided that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to Eurodollar Advances and (ii) to continue Eurodollar Advances by selecting a new Eurodollar Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days’ notice' prior irrevocable notice of such election (confirmed by the delivery of a Notice of Conversion/Continuation), in the case of a conversion to, or continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)of, which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (eachEurodollar Advances, a “Notice of Conversion or Continuation”) specifying the Loans amount to be so converted or continuedand the initial Eurodollar Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances shall only be made on the Type last day of Loans the Eurodollar Interest Period applicable to be converted or continued into and, if such Loans the Eurodollar Advances which are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretosuch new Eurodollar Advances. The Administrative Agent shall give promptly provide the Lenders with a copy of each applicable Lender such Notice of Conversion/Continuation. ABR Advances and Eurodollar Advances may be converted or continued pursuant to this Section in whole or in part, provided that conversions of ABR Advances to Eurodollar Advances, or continuations of Eurodollar Advances, shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. If the Borrower fails to deliver a notice as promptly as practicable of any such proposed conversion or continuation affecting in accordance with this Section with respect to any Advance prior to the last day of its Loansthe Interest Period applicable thereto, then, unless such Advance is repaid as provided herein, on the last day of such Interest Period, such Advance shall be converted to, or continued as, an ABR Advance.

Appears in 7 contracts

Samples: 364 Day Credit Agreement (Cleco Corp), Credit Agreement (Cleco Power LLC), 364 Day Credit Agreement (Cleco Power LLC)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount (and in multiples of $5,000,000 (or the Dollar Equivalent 100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 2:00 p.m. (New York City time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 7 contracts

Samples: Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Energy Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice Day prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 6 contracts

Samples: Joinder and Amendment Agreement (National Vision Holdings, Inc.), First Lien Credit Agreement (BrightView Holdings, Inc.), Credit Agreement (National Vision Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans as LIBOR Term Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, and (iiiii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Term Loans to be so converted or continued, the Type of Term Loans to be converted or continued into and, if such Term Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in the Notice of Conversion or Continuation, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans.

Appears in 5 contracts

Samples: Possession Credit Agreement (Intelsat S.A.), Credit Agreement (Intelsat S.A.), Credit Agreement (Intelsat S.A.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 1,000,000 (or the Dollar Equivalent and in multiples of $100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount$1,000,000, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders Majority Revolving Lenders, with respect to a Revolving Borrowing and the Majority Term Loan Lenders, with respect to a Term Loan Borrowing, have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders Majority Revolving Lenders, with respect to a Revolving Borrowing, and the Majority Term Loan Lenders, with respect to a Term Loan Borrowing, have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 5 contracts

Samples: Credit Agreement (California Resources Corp), Credit Agreement, Credit Agreement (California Resources Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day Day, subject to Section 2.11, to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Loans, Revolving Credit Loans, Additional/Replacement Revolving Credit Loans denominated in Dollars or Extended Revolving Credit Loans of one Type into a Borrowing or Borrowings of another Type and (y) except as otherwise provided herein the Borrower shall have the option on any Business Day the last day of an Interest Period to continue the outstanding principal amount of any LIBOR Eurodollar Loans as LIBOR Eurodollar Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has has, or the Required Credit Facility Lenders have with respect to any such Credit Facility have, determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurodollar Loans may not be continued as LIBOR Eurodollar Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Credit Facility Lenders have with respect to any such Credit Facility have, determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to LIBOR to, Eurodollar Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice ’s, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into continued, the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), the principal amount of Loans to be converted or continued, as the case may be, and, if such Loans are to be converted into into, or continued as LIBOR as, Eurodollar Loans, the Interest Period to be initially applicable thereto. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans, Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Extended Revolving Credit Loans shall be made or continued as the same Type of Loan, which, if a Eurodollar Loan, shall have the same Interest Period as that of the Loans being continued or converted (subject to the definition of Interest Period). Any such automatic continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. If the Borrower requests a conversion to, or continuation of Eurodollar Loans in any such Notice of Conversion of Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month’s duration. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Loan. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 5 contracts

Samples: Credit Agreement (GCM Grosvenor Inc.), Fourth Amendment (LPL Financial Holdings Inc.), Fourth Amendment Agreement (LPL Financial Holdings Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of any Term Loans, any Term C Loans or any Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Payment Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to to, LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into into, or continued as as, LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 4 contracts

Samples: Credit Agreement (Vistra Energy Corp.), Junior Lien Intercreditor Agreement (Vistra Energy Corp), Junior Lien Intercreditor Agreement (Energy Future Competitive Holdings Co LLC)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Parent Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Parent Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Eurocurrency Loans as LIBOR Eurocurrency Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Eurocurrency Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amountbe permitted, (ii) ABR Loans may not be converted into LIBOR Eurocurrency Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurocurrency Loans may not be continued as LIBOR Eurocurrency Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions of ABR Loans to Eurodollar Loans pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loanstwo such conversions during the terms of this Agreement. Each such conversion or continuation shall be effected by the Parent Borrower by giving the Administrative Agent notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Eurocurrency Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one three Business Day’s notice Days prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (eacheach such notice, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Eurocurrency Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Loan, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (Skillsoft Corp.), Credit Agreement (Skillsoft Corp.), Senior Secured Term Loan Credit Agreement (Skillsoft Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 2,500,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the applicable Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the applicable Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the applicable Administrative Agent prior notice at the applicable Administrative Agent’s Office prior to (i) 1:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans denominated in Dollars (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) or ), (ii) one 1:00 p.m. (New York City time) at least four Business Day’s notice Days’ (or five (5) Business Days’ in the case of a Special Notice Currency) in the case of a continuation of or conversion to LIBOR Loans denominated in Alternative Currencies or (iii) 10:00 a.m. (New York City time) on the proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K (or such other form reasonably acceptable to the applicable Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the applicable Administrative Agent)) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The applicable Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice Day prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 4 contracts

Samples: Credit Agreement (BrightView Holdings, Inc.), Lien Credit Agreement (BrightView Holdings, Inc.), Second Lien Credit Agreement (National Vision Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) U.S.$250,000 of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue all or a portion of the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the applicable Required Facility Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the applicable Required Facility Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term if less than a full Borrowing of Revolving Loans and is converted, such conversion shall be made pro rata among the Lenders based upon their Revolving Credit Commitment Percentage of the applicable Class or Classes in accordance with the respective principal amounts of the Revolving Loans denominated in any Alternative Currency may not be converted comprising such Borrowing held by such Lenders immediately prior to ABR Loanssuch conversion. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the applicable Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ prior written notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s Day prior written notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit I) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation of a LIBOR Loan, the Borrower shall be deemed to have selected a LIBOR Loan with an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Intercreditor Agreement (Canada Goose Holdings Inc.), Intercreditor Agreement (Canada Goose Holdings Inc.), Intercreditor Agreement (Canada Goose Holdings Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term any Revolving Loans that are Base Rate Loans into LIBOR Loans, or Revolving Credit to convert any LIBOR Loans denominated in Dollars the Interest Periods for which end on the same day into Base Rate Loans, or (ii) upon the expiration of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans as LIBOR Loans the Interest Periods for which end on the same day for an additional Interest Period, provided that (iw) no partial this Section shall NOT apply to Swingline Borrowings, which may not be converted or continued, (x) any such conversion of LIBOR Loans into Base Rate Loans shall reduce the outstanding involve an aggregate principal amount of not less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof; any such conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $100,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Revolving Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than the Minimum Borrowing Amount$1,000,000 or to any greater amount not an integral multiple of $100,000 in excess thereof, (iiy) ABR except as otherwise provided in Section 2.16(d), LIBOR Loans may not be converted into LIBOR Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a Default or Event of Default LIBOR Loan is in existence converted into a Base Rate Loan on any day other than the date last day of the conversion and Interest Period applicable thereto, the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit Borrower will pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof), and (iiiz) no conversion of Base Rate Loans into LIBOR Loans may not be continued as or continuation of LIBOR Loans for shall be permitted during the continuance of an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its LoansDefault.

Appears in 3 contracts

Samples: Credit Agreement (Markel Corp), Credit Agreement (Markel Corp), Credit Agreement (Markel Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a)1, (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Initial Term Loans, Delayed Draw Term Loans, Deposit L/C Loans, Incremental Term Loans, Incremental Deposit L/C Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Swingline Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR LIBOR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to to, LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into into, or continued as as, LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Credit Agreement (Energy Future Intermediate Holding CO LLC), Credit Agreement (Energy Future Intermediate Holding CO LLC), Credit Agreement (Energy Future Holdings Corp /TX/)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans as LIBOR Loans Term Loans, for an additional Interest LIBOR Period; provided, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Rate Loans if a Default or an Event of Default is in existence on the date of the proposed conversion and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility that is the subject of such conversion have, determined in its or their sole discretion not to permit such conversion, (iiiii) LIBOR Rate Loans may not be continued as LIBOR Rate Loans for if an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility that is the subject of such conversion have, determined in its or their sole discretion not to permit such continuation, continuation and (iviii) Borrowings resulting from conversions pursuant to this Section 2.6 2.06 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.01. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office written notice prior to 1:00 p.m. (New York City time) at least three (i3) three Business Days’ notice, in the case of a continuation of Days (or conversion to LIBOR Loans one (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date1) or (ii) one Business Day’s notice Day in the case of a conversion into ABR Loans Loans) (and in either case on not more than ten (10) Business Days) prior written notice (to such proposed conversion or telephonic notice promptly confirmed continuation, in writing) the form of Exhibit F (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Rate Loans, the Interest LIBOR Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or at least the Minimum Borrowing Amount for Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. This Section shall not apply to Swingline Loans, which may not be converted or continued.

Appears in 3 contracts

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.), Joinder Agreement (BrightSpring Health Services, Inc.)

Conversions and Continuations. (a) Subject to Each of the penultimate sentence of this clause (a), (x) Borrower and the Canadian Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Tranche A Term Loans, Tranche E Term Loans or Revolving Credit Loans denominated in Dollars made to such Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type in the same currency and (y) the Borrower or the Canadian Borrower, as the case may be, shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Eurodollar Term Loans or Eurodollar Revolving Credit Loans as LIBOR Eurodollar Term Loans or Eurodollar Revolving Credit Loans, as the case may be, for an additional Interest Period, provided that (i) no partial conversion of LIBOR BA Loans or Eurodollar Term Loans or Eurodollar Revolving Credit Loans shall reduce the outstanding principal amount of LIBOR BA Loans or Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) Cdn ABR Loans and ABR Loans may not be converted into LIBOR Eurodollar Term Loans or Eurodollar Revolving Credit Loans and Canadian Prime Loans may not be converted into BA Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR BA Loans and Eurodollar Loans may not be continued as LIBOR BA Loans or Eurodollar Loans , respectively, for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) no conversion or continuation of BA Loans may be made on a day other than the last day of the Interest Period applicable thereto and (v) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower or the Canadian Borrower, as the case may be, by giving the Administrative Agent or the Canadian Administrative Agent at the applicable Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into Cdn ABR Loans and ABR Loans or Canadian Prime Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, each a “Notice of Conversion or Continuation”) specifying the Tranche A Term Loans, Tranche E Term Loans or Revolving Credit Loans to be so converted or continued, the Type of Tranche A Term Loans, Tranche E Term Loans or Revolving Credit Loans to be converted or continued into and, if such Tranche A Term Loans, Tranche E Term Loans or Revolving Credit Loans are to be converted into or continued as LIBOR BA Loans or Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent (or the Canadian Administrative Agent, in the case of Canadian Borrowings) shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Tranche A Term Loans, Tranche E Term Loans or Revolving Credit Loans.

Appears in 3 contracts

Samples: Assignment and Acceptance (Sealy Corp), Credit Agreement (Sealy Corp), Credit Agreement (Sealy Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 10,000,000 of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans denominated in Dollars, (other than ii) four Business Days’ notice, in the case of a notice delivered on the Original Closing Date pursuant continuation or conversion to clause (d), which shall be deemed to be effective on the Original Closing Date) LIBOR Loans denominated in an Alternative Currency or (iiiii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. Any written notice to be given hereunder may be given in any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent.

Appears in 3 contracts

Samples: Credit Agreement (HCA Healthcare, Inc.), Joinder Agreement (HCA Healthcare, Inc.), Restatement Agreement (HCA Healthcare, Inc.)

Conversions and Continuations. (a) Subject In order to the penultimate sentence of elect to Convert or continue a Loan under this clause (a)paragraph, (x) the Borrower shall have the option on any Business Day deliver an irrevocable Notice of Continuation or Conversion to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior office no later than 11:00 a.m. (Chicago, Illinois time) (i) on the Business Day before the date of the proposed conversion date in the case of a Conversion to 1:00 p.m. a ABR Loan and (New York City timeii) at least (i) three Business Days’ noticeDays in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a Eurodollar Loan. Each such Notice of Continuation or Conversion shall be in writing or by electronic mail, specifying (A) the requested Conversion or continuation date (which shall be a Business Day), (B) the amount and Type of the Loan to be Converted or continued, (C) whether a Conversion or continuation is requested and, if a Conversion, into what Type of Loan, and (D) in the case of a Conversion to, or a continuation of, a Eurodollar Loan, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Lender with a copy thereof and, in the case of a Conversion to or a continuation of a Eurodollar Loan, notify each Lender of the applicable interest rate under Section 2.7(b). The portion of Loans comprising part of the same Revolving Borrowing that are Converted to Loans of another Type shall constitute a new Revolving Borrowing. If the Borrower fails to deliver a timely Notice of Continuation or conversion Conversion with respect to LIBOR Loans (other than in a Eurodollar Revolving Borrowing prior to the case end of a notice delivered on the Original Closing Date pursuant to clause (d)Interest Period applicable thereto, which then, unless such Revolving Borrowing is repaid as provided herein, at the end of such Interest Period such Revolving Borrowing shall be deemed converted to an ABR Revolving Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be effective on the Original Closing Date) converted to or continued as a Eurodollar Revolving Borrowing and (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (eachunless repaid, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to each Eurodollar Revolving Borrowing shall be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, an ABR Revolving Borrowing at the end of the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Possession Credit Agreement (Hi-Crush Inc.), Possession Credit Agreement (Hi-Crush Inc.), Credit Agreement (Hi-Crush Partners LP)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Rate Loans as LIBOR Loans Rate Loans, for an additional Interest LIBOR Period; provided, provided that (i) no partial conversion of LIBOR Rate Loans shall reduce the outstanding principal amount of LIBOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Index Rate Loans may not be converted into LIBOR Rate Loans if a Default or an Event of Default is in existence on the date of the proposed conversion and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility have, determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Rate Loans may not be continued as LIBOR Rate Loans for if an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility have, determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 2.06 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.02. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office written notice prior to 1:00 p.m. (New York City time) at least three (i3) three Business Days’ notice, in the case of a continuation of Days (or conversion to LIBOR Loans one (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date1) or (ii) one Business Day’s notice Day in the case of a conversion into ABR Loans Index Rate Loans) (and in either case on not more than ten (10) Business Days) prior written notice (to such proposed conversion or telephonic notice promptly confirmed continuation, in writing) the form of Exhibit F (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Rate Loans, the Interest LIBOR Period to be initially applicable thereto. The Administrative Agent shall give the Collateral Agent and each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Credit Agreement (Tiga Acquisition Corp.), Credit Agreement (Tiga Acquisition Corp.), Credit Agreement (Tiga Acquisition Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR SOFR Loans as LIBOR Loans SOFR Loans, as the case may be, for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR SOFR Loans shall reduce the outstanding principal amount of LIBOR SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) no ABR Loans may not be converted into LIBOR SOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such proposed conversion, (iii) LIBOR SOFR Loans may not be continued as LIBOR SOFR Loans for if an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, shall be converted into ABR Loans and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 2.06 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.02. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office written notice prior to 1:00 p.m. (New York City time) at least three (i3) three Business Days’ notice, in the case of a continuation of Days (or conversion to LIBOR Loans one (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date1) or (ii) one Business Day’s notice Day in the case of a conversion into ABR Loans Loans) prior written notice (to such proposed conversion or telephonic notice promptly confirmed continuation, in writing) the form of Exhibit N-2 (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. If on any day a Loan is outstanding with respect to which a Notice of Borrowing or Notice of Conversion or Continuation has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a SOFR Loan with an Interest Period of one (1) month.

Appears in 3 contracts

Samples: Credit Agreement (Rubrik, Inc.), Credit Agreement (Rubrik, Inc.), Credit Agreement (Rubrik, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving Credit Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case may be, for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans or LIBOR Revolving Credit Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice(or, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior to 1:00 p.m. (New York City time) on the date of such conversion) prior written notice (or telephonic notice promptly confirmed in writing) (eachor, in each case, such shorter period as may be permitted by the Administrative Agent in its sole discretion) (each a “Notice of Conversion or Continuation”) ), specifying the Term Loans or Revolving Credit Loans to be so converted or continued, the Type of Term Loans or Revolving Credit Loans to be converted or continued into and, if such Term Loans or Revolving Credit Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans or Revolving Credit Loans.

Appears in 3 contracts

Samples: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest Finance, LLC), Credit Agreement (Valley Telephone Co., LLC)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Eurodollar Loans for an additional Interest Period; provided, provided that (i) no partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the proposed conversion and the Administrative Agent has has, or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurodollar Loans may not be continued as LIBOR Eurodollar Loans for an additional Interest Period in excess of one month if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 2.11 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.05(f). Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) prior to 2:00 p.m. (New York time) at least three Business Days (or one Business Day in the case of a conversion into ABR Loans) (and in either case on not more than five Business Days) prior to such proposed conversion or continuation, in the form of Exhibit N-2 (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Credit Agreement (Teligent, Inc.), First Lien Credit Agreement (Teligent, Inc.), Lien Revolving Credit Agreement (Teligent, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower Borrowers shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR SOFR Loans as LIBOR SOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR SOFR Loans shall reduce the outstanding principal amount of LIBOR SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR SOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, conversion and (iii) LIBOR SOFR Loans may not be continued as LIBOR SOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower Borrowers by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 12:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR SOFR Loans or EURIBOR Rate Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice Day prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) XXXXX Loans (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit M) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR SOFR Loans or EURIBOR Rate Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a SOFR Loan or EURIBOR Rate Loan, the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Credit Agreement (GoDaddy Inc.), Credit Agreement (GoDaddy Inc.), Credit Agreement (GoDaddy Inc.)

Conversions and Continuations. (ai) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option right on any Business Day Day, upon prior irrevocable notice to the Administrative Agent, to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period on the last Business Day of the existing Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or us\smolyju\8802494.13 their sole discretion not to permit such conversion, and (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office written notice or telephonic notice (promptly confirmed in writing) prior to 1:00 p.m. (New York City time) (x) at least (i) three Business Days’ notice, in the case of a conversion or continuation of or conversion to LIBOR Loans and (other than in the case of a notice delivered y) on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one same Business Day’s notice Day in the case of a conversion into ABR Loans prior written Loans, which notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying shall specify the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each applicable Lender written notice as (or telephonic notice promptly as practicable confirmed in writing) of any such the proposed conversion or continuation affecting any of its Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Borrowing Request, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to ABR Loans described in Section 2.06(b).

Appears in 3 contracts

Samples: Credit Agreement (Rotech Healthcare Inc), Credit Agreement (Rotech Healthcare Inc), Credit Agreement (Rotech Healthcare Inc)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 1,000,000 of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of made to the Borrower from one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Eurodollar Loans as LIBOR Eurodollar Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount$1,000,000, (ii) ABR Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurodollar Loans may not be continued as LIBOR Eurodollar Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) no conversion or continuation of Eurodollar Loans may be made on a day other than the last day of the Interest Period applicable thereto and (v) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, each a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type and Class of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Credit Agreement (WABASH NATIONAL Corp), Credit Agreement (WABASH NATIONAL Corp), Credit Agreement (Wabash National Corp /De)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount (and in multiples of $5,000,000 (or the Dollar Equivalent 100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 2:00 p.m. (New York City time) at least (i1) three (3) Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 3 contracts

Samples: Credit Agreement (California Resources Corp), Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Falcon Minerals Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (the Minimum Delayed Draw Term Loan A or the Dollar Equivalent thereof) Minimum DDTL B Borrowing Amount, as applicable, of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Eurodollar Loans as LIBOR Eurodollar Loans for an additional Interest Period; provided, provided that (i) no partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum DDTL A Borrowing Amount or Minimum DDTL B Borrowing Amount, as applicable, (ii) ABR Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the proposed conversion and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility that is the subject of such conversion have, determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurodollar Loans may not be continued as LIBOR Eurodollar Loans for an additional Interest Period in excess of one month if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility that is the subject of such conversion have, determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 2.06 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.02. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) at least three Business Days (or one Business Day in the case of a conversion into ABR Loans) (and in either case on not more than five Business Days) prior to such proposed conversion or continuation, in the form of Exhibit N-2 (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Teligent, Inc.), Credit Agreement (Teligent, Inc.)

Conversions and Continuations. (a) Subject On the terms and subject to the penultimate sentence of this clause (a)limitations hereof, (x) the Borrower shall have the option on at any Business Day time and from time to time to convert all or a any portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans Advances into Reference Rate Advances or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing LIBOR Advances, or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any a LIBOR Loans Advance as such; provided, however that a LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans Advance may not be converted into or continued only on the last day of the Interest Period applicable thereto and no Advance may be converted to or continued as a LIBOR Loans Advance if a Default or Event of Default has occurred and is continuing on the proposed date of continuation or conversion. Advances may be converted to, or continued as, LIBOR Advances only in existence amounts, as to the aggregate amount of the Advances of all Banks so converted or continued, of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The Borrower shall give the Agent written notice, in the form of Exhibit 2.2 attached hereto, of any continuation or conversion of any Advances and such notice must be given so as to be received by the Agent not later than 11:00 a.m. (Minneapolis time) three LIBOR Business Days prior to requested date of conversion or continuation in the case of the continuation of, or conversion to, LIBOR Advances and on the date of the requested conversion and to Reference Rate Advances. Each such notice shall specify (a) the Administrative Agent has amount to be continued or the Required Lenders have determined in its or their sole discretion not to permit such conversionconverted, (iiib) the date for the continuation or conversion (which must be (i) the last day of the preceding Interest Period for any continuation or conversion of LIBOR Loans may not be continued Advances, and (ii) a LIBOR Business Day in the case of continuations as or conversions to LIBOR Advances and a Business Day in the case of conversions to Reference Rate Advances), and (c) in the case of conversions to or continuations as LIBOR Loans for an additional Advances, the Interest Period if applicable thereto. Any notice given by the Borrower under this Section shall be irrevocable. If the Borrower shall fail to notify the Agent of the continuation of any LIBOR Advances within the time required by this Section, such Advances shall, on the last day of the Interest Period applicable thereto, automatically be converted into Reference Rate Advances of the same principal amount. All conversions and continuation of Advances must be made uniformly and ratably among the Banks. (E.g., when continuing a Default or Event two-month LIBOR Advance of Default is in existence one Bank to a three-month LIBOR Advance, the Borrower must simultaneously continue all two-month LIBOR Advances of all Banks having Interest Periods ending on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to three-month LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (dAdvances.), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Nash Finch Co), Credit Agreement (Nash Finch Co)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 500,000 (or the Dollar Equivalent and multiples of $100,000 in excess thereof) of the outstanding principal amount of Term Senior Interim Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount$500,000, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing), in the case of a continuation of LIBOR Loans or (2) one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), in the case of a conversion into ABR Loans (each, a “Notice of Conversion or Continuation”) specifying the Senior Interim Loans to be so converted or continued, the Type of Senior Interim Loans to be converted into or continued into and, if such Senior Interim Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Senior Interim Loans.

Appears in 2 contracts

Samples: Loan Agreement (SunOpta Inc.), Loan Agreement (SunOpta Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Parent Borrower or the Foreign Subsidiary Borrower, as applicable, shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans Loans, U.S. Revolving Credit Loans, or Spanish Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency Currencies may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the applicable Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans denominated in Dollars, (other than ii) four Business Days’, in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) continuation of LIBOR Loans denominated in an Alternative Currency or (iiiii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 100,000 of the outstanding principal amount of Term Revolving Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type in the same currency and (y) the Borrower Borrowers shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans or EURIBOR Loans as EURIBOR Loans for an additional Interest Period and to rollover any Banker’s Acceptances and BA Equivalent Notes for an additional Interest Period, ; provided that (i) no partial conversion or rollover, as the case may be, of LIBOR Loans, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes shall reduce the outstanding principal amount of LIBOR Loans, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans, Prime Rate Loans may not be converted into Banker’s Acceptances and BA Equivalent Notes and European Base Rate Loans may not be converted into EURIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans, Banker’s Acceptances and BA Equivalent Notes and EURIBOR Loans may not be continued or rolled over, as the case may be, as LIBOR Loans Loans, Banker’s Acceptances and BA Equivalent Notes or EURIBOR Loans, respectively, for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation or rollover and the Administrative Agent has or the Required Lenders have determined determined, in its or their sole discretion discretion, not to permit such continuationcontinuation or such rollover, as applicable, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 2.2, and (v) Euro Tranche Term if less than a full Borrowing of Revolving Loans and is converted, such conversion shall be made pro rata among the Lenders based upon their Revolving Credit Commitment Percentage of the applicable Class or Classes in accordance with the respective principal amounts of the Revolving Loans denominated in any Alternative Currency may not be converted comprising such Borrowing held by such Lenders immediately prior to ABR Loanssuch conversion. Each such conversion conversion, continuation or continuation rollover shall be effected by the Borrower Representative by giving the Administrative Agent at the Administrative Agent’s Office Office, prior to 1:00 p.m. (New York City Toronto time) ), at least (i) three (3) Business Days’ notice, in the case of a continuation of or rollover of, or conversion to to, LIBOR Loans, EURIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)or Banker’s Acceptances and BA Equivalent Notes, which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice ’s, in the case of a conversion into Prime Rate Loans, ABR Loans or European Base Rate Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit H) specifying the Loans to be so converted converted, continued or continuedrolled over, as the case may be, the Type of Loans to be converted into, continued or continued into rolled over, as the case may be, and, if such Loans are to be converted into into, or continued or rolled over as LIBOR Loans, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes, as applicable, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to, or continuation or rollover of, a LIBOR Loan, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes, the Borrower Representative shall be deemed to have selected an Interest Period of one-month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion conversion, continuation or continuation rollover affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)

Conversions and Continuations. (a) Subject The Borrower may elect from time to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day time to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted Eurodollar Advances to ABR Loans. Each such conversion or continuation shall be effected by the Borrower Advances by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election (confirmed by the Administrative Agent’s Office prior delivery of a Notice of Conversion/Continuation), specifying (A) whether such ABR Advance is to 1:00 p.m. comprise all or a portion of the Tranche A Loans, Tranche B Loans, Tranche B-1 Loans or Tranche C Loans, (New York City timeB) at least the amount to be so converted and (C) the Interest Period relating to such Eurodollar Advances. In addition, the Borrower may elect from time to time to (i) convert its ABR Advances to Eurodollar Advances and (ii) to continue its Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days’ notice' prior irrevocable notice of such election (confirmed by the delivery of a Notice of Conversion/Continuation), in the case of a conversion to or continuation of Eurodollar Advances, specifying (A) whether such Eurodollar Advance is to comprise all or conversion to LIBOR a portion of the Tranche A Loans, Tranche B Loans, Tranche B-1 Loans or Tranche C Loans, (other than in B) the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans amount to be so converted and (C) the Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion or continued, continuation of Eurodollar Advances shall only be made on the Type last day of Loans the Interest Period applicable to be converted or continued into and, if such Loans the Eurodollar Advances which are to be converted into to ABR Advances or continued as LIBOR Loans, the Interest Period to be initially applicable theretonew Eurodollar Advances. The Administrative Agent shall promptly provide the applicable Class of Lenders with a copy of each such Notice of Conversion/Continuation. ABR Advances and Eurodollar Advances may be converted or continued pursuant to this Section in whole or in part, provided that conversions of ABR Advances to Eurodollar Advances or continuations of Eurodollar Advances, shall be in an aggregate principal amount of $500,000 or such amount plus a whole multiple of $100,000. If, with respect to any conversion of a Loan from one interest rate basis to another, the Borrower shall fail to give each applicable Lender due notice as promptly as practicable provided in this Section, such Loan shall be automatically converted to an ABR Advance upon the expiration of any such proposed conversion or continuation affecting any of its Loansthe Interest Period with respect thereto.

Appears in 2 contracts

Samples: Credit Agreement (Arch Wireless Inc), Credit Agreement (Arch Communications Group Inc /De/)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period on the last Business Day of the existing Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of prior written notice or conversion written notice prior to LIBOR Loans 10:00 a.m. (other than in the case of a notice delivered New York City time) on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one same Business Day’s notice Day in the case of a conversion into ABR Loans prior written notice (or or, in each case, telephonic notice promptly confirmed in writingwriting no later than 1:00 p.m. (New York City time)) (each, a “Notice of Conversion or Continuation”) specifying the Term Loans to be so converted or continued, the Type of Term Loans to be converted or continued into and, if such Term Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (McJunkin Red Man Holding Corp), Term Loan Credit Agreement (McJunkin Red Man Holding Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Eurodollar Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurodollar Loans may not be continued as LIBOR Eurodollar Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the applicable Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Lease Agreement (Goodman Global Group, Inc.), Revolving Credit Agreement (Goodman Sales CO)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving Credit Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case may be, for an additional Interest Period, provided that (i) no partial conversion of LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans or LIBOR Revolving Credit Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Term Loans or Revolving Credit Loans to be so converted or continued, the Type of Term Loans or Revolving Credit Loans to be converted or continued into and, if such Term Loans or Revolving Credit Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans or Revolving Credit Loans.

Appears in 2 contracts

Samples: Credit Agreement (Kinder Morgan Holdco LLC), Pledge Agreement (Kinder Morgan Inc)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 1,000,000 (or the Dollar Equivalent and in multiples of $100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount$1,000,000, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City Central time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Range Resources Corp), Credit Agreement (Range Resources Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The applicable Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars (other than Malaysian U.S. Dollar Loans) made to such Borrower, as applicable, of one Type into a Borrowing or Borrowings of another Type and (y) the each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans as LIBOR Term Loans, any LIBOR Revolving Credit Loans as LIBOR Revolving Credit Loans, any SOR Loans as SOR Loans and any RM Loans as RM Loans, as the case may be, for an additional Interest Period, provided that (i) no partial conversion of LIBOR such Loans shall reduce the outstanding principal amount of such LIBOR Term Loans, LIBOR Revolving Credit Loans, SOR Loans or RM Loan, as applicable, made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) (A) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion SOR Loans, as applicable, and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iiiB) LIBOR Term Loans which are Tranche B-1 Term Loans may not be continued as LIBOR Loans, LIBOR Term Loans which are Tranche B-2 Term Loans may not be continued as LIBOR Loans, LIBOR Revolving Credit Loans that are U.S. Dollar Revolving Credit Loans may not be continued as LIBOR Loans, LIBOR Revolving Credit Loans that are Multi-Currency U.S. Dollar Revolving Credit Loans may not be continued as LIBOR Loans, SOR Loans may not be continued as SOR Loans and RM Loans may not continue as RM Loans, as applicable, for an additional Interest Period Period, in the case of (ii)(A) and (B) above if a Default or Event of Default is in existence on the date of the proposed continuation or conversion, as the case may be, and the applicable Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv1) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans Tranche B-1 Term Loans, the Required Tranche B-1 Term Loan Lenders, (other than 2) in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.of

Appears in 2 contracts

Samples: Credit Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.), Credit Agreement (Avago Technologies LTD)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving Credit Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case may be, for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans or LIBOR Revolving Credit Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Term Loans or Revolving Credit Loans to be so converted or continued, the Type of Term Loans or Revolving Credit Loans to be converted or continued into and, if such Term Loans or Revolving Credit Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans or Revolving Credit Loans.

Appears in 2 contracts

Samples: Credit Agreement (Intelsat S.A.), Credit Agreement (Intelsat S.A.)

Conversions and Continuations. (a) Subject With respect to the penultimate sentence of this clause (a)Revolving Loans, (x) the Borrower shall have the option right, on any Business Day occurring on or after the Restatement Effective Date, to elect (i) to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term any Base Rate Loans or Revolving Credit any LIBOR Market Index Loans denominated in Dollars into LIBOR Loans, or to convert any LIBOR Loans the Interest Periods for which end on the same day into Base Rate Loans or LIBOR Market Index Loans, or (ii) upon the expiration of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans as LIBOR Loans the Interest Periods for which end on the same day for an additional Interest Period, provided that (iw) no partial any such conversion of LIBOR Loans into Base Rate Loans or LIBOR Market Index Loans shall reduce the outstanding involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; any such conversion of Base Rate Loans or LIBOR Market Index Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than the Minimum Borrowing Amount$1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, (iix) ABR except as otherwise provided in Section 2.16(d), LIBOR Loans may not be converted into Base Rate Loans or LIBOR Market Index Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a Default LIBOR Loan is converted into a Base Rate Loan or Event of Default is in existence LIBOR Market Index Loan on any day other than the date last day of the conversion and Interest Period applicable thereto, the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit Borrower will pay, upon such conversion, (iii) LIBOR Loans may not all amounts required under Section 2.18 to be continued paid as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuationconsequence thereof), (ivy) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each no such conversion or continuation shall be effected by permitted with regard to any Swingline Loans, and (z) no conversion of Base Rate Loans or LIBOR Market Index Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case continuance of a continuation Default or Event of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its LoansDefault.

Appears in 2 contracts

Samples: Credit Agreement (Old Dominion Freight Line Inc/Va), Credit Agreement (Old Dominion Freight Line Inc/Va)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving Credit Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case may be, for an additional Interest Period, provided PROVIDED that (i) no partial conversion of LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans or LIBOR Revolving Credit Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s 's Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of ' (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s 's notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") specifying the Term Loans or Revolving Credit Loans to be so converted or continued, the Type of Term Loans or Revolving Credit Loans to be converted or continued into and, if such Term Loans or Revolving Credit Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans or Revolving Credit Loans.

Appears in 2 contracts

Samples: Credit Agreement (Intelsat LTD), Credit Agreement (PanAmSat Holding CORP)

Conversions and Continuations. (a) Subject to Section 2.3 and the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 1,000,000 (or the Dollar Equivalent and in multiples of $100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount$1,000,000, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) the maximum number of Borrowings (and Interest Periods) outstanding resulting from conversions pursuant to this Section 2.6 2.7 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loansthree. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period Period(s) to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Collateral Agency Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of any Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Payment Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to to, LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Term Loans to be so converted or continued, the Type of Term Loans to be converted or continued into and, if such Loans are to be converted into or continued as and, if such Term Loans are to be converted into, or continued as, LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans.

Appears in 2 contracts

Samples: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Benchmark Loans as LIBOR Term Benchmark Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Term Benchmark Loans shall reduce the outstanding principal amount of LIBOR Term Benchmark Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term Benchmark Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Term Benchmark Loans may not be continued as LIBOR Term Benchmark Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Term Benchmark Loans, which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice Day prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Term Benchmark Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Term Benchmark Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. This Section 2.6(a) shall not apply to Swingline Loans, which may not be converted or continued.

Appears in 2 contracts

Samples: Credit Agreement (BrightView Holdings, Inc.), Credit Agreement (BrightView Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day Day, subject to Section 2.11, to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Loans, Revolving Credit Loans, Additional/Replacement Revolving Credit Loans or Extended Revolving Credit Loans, in each case denominated in Dollars or Alternative Currencies of one Type into a Borrowing or Borrowings of another Type and (y) Type, in each case denominated in Dollars or Alternative Currencies, and, except as otherwise provided herein the Borrower shall have the option on any Business Day the last day of an Interest Period to continue the outstanding principal amount of any LIBOR Fixed Rate Loans as LIBOR Fixed Rate Loans denominated in the same currency for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Fixed Rate Loans shall reduce the outstanding principal amount of LIBOR Fixed Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Fixed Rate Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Fixed Rate Loans may not be continued as LIBOR Fixed Rate Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to LIBOR to, Fixed Rate Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one the same Business Day’s notice Day in the case of a conversion into ABR Loans Loans), prior written notice (including on an electronic platform or telephonic notice promptly confirmed in writing) electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower (each, a “Notice of Conversion or Continuation”) substantially in the form of Exhibit N (or such other form as may be agreed by the Administrative Agent acting reasonably), specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into andcontinued, the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), the principal amount of Loans to be converted or continued, as the case may be, and if such Loans are to be converted into or continued as LIBOR Fixed Rate Loans, the Interest Period to be initially applicable thereto. The Such Notice of Conversion or Continuation may be given by (A) telephone or (B) a Notice of Conversion or Continuation; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.a

Appears in 2 contracts

Samples: Credit Agreement (Snap One Holdings Corp.), Credit Agreement (Snap One Holdings Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of any Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to to, LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) ), in each case substantially in the form of Exhibit A (each, a “Notice of Conversion or Continuation”) specifying the Term Loans to be so converted or continued, the Type of Term Loans to be converted or continued into and, if such Loans are to be converted into or continued as and, if such Term Loans are to be converted into, or continued as, LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans.

Appears in 2 contracts

Samples: Credit Agreement (Avaya Holdings Corp.), Intercreditor Agreement (Avaya Holdings Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on right from time to time to Convert any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of Loan from one Type of Loan into another Type of Loan or to Continue any LIBOR Loan as a LIBOR Loan by giving Agent written notice (a) for Conversion into an Alternate Base Rate Loan, not later than 11:00 a.m. on the date on which Borrower desires that the Conversion occur (which shall be a Business Day), in which case such Loan shall be Converted into an Alternate Base Rate Loan on such date, and (b) for Continuation of or Conversion into a Borrowing LIBOR Loan, not later than 11:00 a.m. three (3) Business Days before the effective date of such Conversion or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest PeriodContinuation, provided that specifying (i) no partial conversion of LIBOR Loans the Conversion or Continuation date (which shall reduce the outstanding principal amount of LIBOR Loans made pursuant to be a single Borrowing to less than the Minimum Borrowing AmountBusiness Day), (ii) ABR Loans may not in the case of Conversions, the Type of Loan to be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion Converted into, and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation Continuation of or conversion to Conversion into a LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continuedLoan, the Type duration of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto after giving effect to such election; provided that (x) no Loan which is a LIBOR Loan may be in an amount which is less than $250,000.00, (y) at any time there can be no more than eight (8) Interest Periods in effect for all LIBOR Loans, and (z) except for Conversions to Alternate Base Rate Loans, no Lender shall have an obligation to make any Conversions while an Event of Default or an Unmatured Event of Default has occurred and is continuing. The Administrative All notices under this Section shall be irrevocable once given. If Borrower shall fail to give Agent shall give each applicable Lender the notice as promptly as practicable specified above for Continuation or Conversion of any LIBOR Loan prior to the end of the Interest Period with respect thereto, such proposed conversion or continuation affecting any LIBOR Loan shall automatically be Converted into an Alternate Base Rate Loan on the last day of its Loanssuch Interest Period.

Appears in 2 contracts

Samples: Credit Agreement (Insperity, Inc.), Credit Agreement (Insperity, Inc.)

Conversions and Continuations. (a) Subject to the penultimate last sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or at least the Minimum Borrowing Amount for Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR SOFR Loans as LIBOR SOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR SOFR Loans shall reduce the outstanding principal amount of LIBOR SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR SOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR SOFR Loans may not be continued as LIBOR SOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three U.S. Government Securities Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR SOFR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR SOFR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a SOFR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. This Section shall not apply to Swingline Loans, which may not be converted or continued.

Appears in 2 contracts

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Parent Borrower on behalf of the Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 10,000,000 of the outstanding principal amount of Term Loans or New Revolving Credit Loans denominated in Dollars made to the Parent Borrower on behalf of the Borrowers of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower Parent Borrower, on behalf of the Borrowers, shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Swingline Loans and Revolving Credit Loans denominated in any Alternative Currency Protective Advances may not be converted to ABR LoansLIBOR Loans under any circumstances. Each such conversion or continuation shall be effected by the Parent Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the New Revolving Credit Loans to be so converted or continued, the Type of New Revolving Credit Loans to be converted or continued into and, if such New Revolving Credit Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its New Revolving Credit Loans.

Appears in 2 contracts

Samples: Credit Agreement (Hca Inc/Tn), Credit Agreement (Hca Inc/Tn)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount (and in multiples of $5,000,000 (or the Dollar Equivalent 100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Security Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)

Conversions and Continuations. (a) Subject Each Loan initially shall be of the Type and, in the case of Eurodollar Borrowing, shall have an initial Interest Period as specified in the applicable Notice of Borrowing. Thereafter, the Borrower may elect to Convert or Continue any Borrowing as provided in this paragraph. The Borrower may elect different options with respect to different portions of the penultimate sentence affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall, other than for purposes of Section 3.02, be considered a separate Borrowing. In order to elect to Convert or Continue Loans under this clause (a)paragraph, (x) the Borrower shall have the option on any Business Day deliver a Notice of Conversion or Continuation to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s its Applicable Lending Office prior to 1:00 p.m. no later than (i) 11:00 a.m. (New York City time) on the date (which shall be a Business Day) of the requested Conversion in the case of a Conversion of a Eurodollar Borrowing to a Base Rate Loan or (ii) 11:00 a.m. (New York time) at least three (i3) three Business Days’ noticeDays in advance of the date (which shall be a Business Day) of the requested Conversion or Continuation in the case of a Conversion into, or a Continuation of, a Eurodollar Borrowing. Each such Notice of Conversion or Continuation shall be by facsimile or telephone confirmed promptly in writing or by electronic communication (e-mail) receipt of which is confirmed by the Administrative Agent by facsimile or telephone, in any event, specifying (A) the requested Conversion or Continuation date (which shall be a Business Day), (B) the principal amount, Class and Type of the Borrowing to be Converted or Continued, (C) whether a Conversion or Continuation is requested, and if a Conversion, into what Type of a Borrowing, and (D) in the case of a Conversion to, or a Continuation of, a Eurodollar Borrowing, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Applicable Lender with a copy thereof and, in the case of a continuation of Conversion to or conversion to LIBOR Loans (other than in the case a Continuation of a notice delivered on Eurodollar Borrowing, notify each Applicable Lender of the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loansinterest rate under Section 2.07.

Appears in 2 contracts

Samples: Credit Agreement (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 100,000 of the outstanding principal amount of Term Revolving Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type in the same currency and (y) the Borrower Borrowers shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans or EURIBOR Loans as EURIBOR Loans for an additional Interest Period and to rollover any Banker’s Acceptances and BA Equivalent Notes for an additional Interest Period, ; provided that (i) no partial conversion or rollover, as the case may be, of LIBOR Loans, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes shall reduce the outstanding principal amount of LIBOR Loans, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans, Prime Rate Loans may not be converted into Banker’s Acceptances and BA Equivalent Notes and European Base Rate Loans may not be converted into EURIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans, Banker’s Acceptances and BA Equivalent Notes and EURIBOR Loans may not be continued or rolled over, as the case may be, as LIBOR Loans Loans, Banker’s Acceptances and BA Equivalent Notes or EURIBOR Loans, respectively, for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation or rollover and the Administrative Agent has or the Required Lenders have determined determined, in its or their sole discretion discretion, not to permit such continuationcontinuation or such rollover, as applicable, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 2.2, and (v) Euro Tranche Term if less than a full Borrowing of Revolving Loans and is converted, such conversion shall be made pro rata among the Lenders based upon their Revolving Credit Commitment Percentage of the applicable Class or Classes in accordance with the respective principal amounts of the Revolving Loans denominated in any Alternative Currency may not be converted comprising such Borrowing held by such Lenders immediately prior to ABR Loanssuch conversion. Each such conversion conversion, continuation or continuation rollover shall be effected by the Borrower Representative by giving the Administrative Agent at the Administrative Agent’s Office Office, prior to 1:00 p.m. (New York City Toronto time) ), at least (i) three (3) Business Days’ notice, in the case of a continuation of or rollover of, or conversion to to, LIBOR Loans, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice ’s, in the case of a conversion into Prime Rate Loans, ABR Loans or European Base Rate Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit H) specifying the Loans to be so converted converted, continued or continuedrolled over, as the case may be, the Type of Loans to be converted into, continued or continued into rolled over, as the case may be, and, if such Loans are to be converted into into, or continued or rolled over as LIBOR Loans, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes, as applicable, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to, or continuation or rollover of, a LIBOR Loan, EURIBOR Loans or Banker’s Acceptances and BA Equivalent Notes, the Borrower Representative shall be deemed to have selected an Interest Period of one-month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion conversion, continuation or continuation rollover affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option option, on any Business Day Day, to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of any Term B Loans, any Term C Loans or any Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option option, on any Business Day Day, to continue the outstanding principal amount of any LIBOR Term SOFR Loans as LIBOR Term SOFR Loans for an additional Interest Period (it being understood and agreed that any Borrowing of Revolving Credit Loans comprised of Term SOFR Loans shall be subject to a single Interest Period, ); provided that (i) no partial conversion of LIBOR Term SOFR Loans shall reduce the outstanding principal amount of LIBOR Term SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term SOFR Loans if a Payment Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Term SOFR Loans may not be continued as LIBOR Term SOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined determined, in its or their sole discretion discretion, not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) at the Administrative Agent’s Office prior to 1:00 p.m. at least (i) three Business Days’ prior to a continuation of, or conversion to, Term SOFR Loans or (ii) one Business Day prior to a conversion into ABR Loans, in each case specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into into, or continued as LIBOR Term SOFR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice notice, as promptly as practicable practicable, of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Talen Energy Corp), Credit Agreement (Talen Energy Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Restatement Effective Date, which shall be deemed to be effective on the Original Closing Restatement Effective Date) ), or (ii) one Business Day’s notice Day prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. Such notice may be given by (A) telephone, or (B) a Notice of Conversion; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Conversion. A Notice of Conversion or Continuation may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) and shall be appropriately completed and signed by an Authorized Officer of the Borrower. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (National Vision Holdings, Inc.), Credit Agreement (National Vision Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 500,000 (or the Dollar Equivalent and multiples of $100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount$500,000, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i1) three Business Days’ noticeprior written notice (or telephonic notice promptly confirmed in writing), in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) ), in the case of a conversion into ABR Loans (each, a “Notice of Conversion or Continuation”) specifying the Term Loans to be so converted or continued, the Type of Term Loans to be converted into or continued into and, if such Term Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans.

Appears in 2 contracts

Samples: Credit Agreement (Samson Resources Corp), Credit Agreement (Samson Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 2,500,000 of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior notice at the Administrative Agent’s Office prior to (i) 1:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans denominated in Dollars (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K (or such other form reasonably acceptable to the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.)

Conversions and Continuations. (a) Subject In order to the penultimate sentence of elect to Convert or continue a Loan under this clause (a)paragraph, (x) the Borrower shall have the option on any Business Day deliver an irrevocable Notice of Continuation or Conversion to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 office no later than 12:00 p.m. (New York, New York City time) (i) on the Business Day before the date of the proposed conversion date in the case of a Conversion to a ABR Loan and (ii) at least (i) three Business Days’ noticeDays in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a Eurodollar Loan. Each such Notice of Continuation or Conversion shall be in writing or by electronic mail, specifying (A) the requested Conversion or continuation date (which shall be a Business Day), (B) the amount and Type of the Loan to be Converted or continued, (C) whether a Conversion or continuation is requested and, if a Conversion, into what Type of Loan, and (D) in the case of a Conversion to, or a continuation of, a Eurodollar Loan, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Lender with a copy thereof and, in the case of a Conversion to or a continuation of a Eurodollar Loan, notify each Lender of the applicable interest rate under Section 2.7(b). The portion of Loans comprising part of the same Borrowing that are Converted to Loans of another Type shall constitute a new Borrowing. If the Borrower fails to deliver a timely Notice of Continuation or conversion Conversion with respect to LIBOR Loans (other than in a Eurodollar Borrowing prior to the case end of a notice delivered on the Original Closing Date pursuant to clause (d)Interest Period applicable thereto, which then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be deemed converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be effective on the Original Closing Date) converted to or continued as a Eurodollar Borrowing and (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (eachunless repaid, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to each Eurodollar Borrowing shall be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, an ABR Borrowing at the end of the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Hi-Crush Inc.), Possession Credit Agreement (Hi-Crush Inc.)

AutoNDA by SimpleDocs

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing an Advance or Borrowings Advances of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (iiA) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiB) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivC) Borrowings resulting from conversions pursuant to this Section 2.6 2.5 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City Fort Worth, Texas time) at least (i) three (3) Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Kimbell Royalty Partners, LP), Credit Agreement (Kimbell Royalty Partners, LP)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or any Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR SOFR Loans of a given Type as LIBOR SOFR Loans of such Type for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR SOFR Loans shall reduce the outstanding principal amount of LIBOR SOFR Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR SOFR Loans if a Payment Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR SOFR Loans may not be continued as LIBOR SOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 2:00 p.m. (New York City time) at least (i) three U.S. Government Securities Business Days’ notice, in the case of a continuation of of, or conversion to LIBOR to, SOFR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Revolving Credit Loans to be so converted or continued, the Type of Revolving Credit Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR and, if such Revolving Credit Loans are to be converted into, or continued as, SOFR Loans, the Interest Period to be initially applicable thereto; provided that, if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration (in the case of a Term SOFR Loan) and one week’s duration (in the case of a Daily Simple SOFR Loan). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Revolving Credit Loans.

Appears in 2 contracts

Samples: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.)

Conversions and Continuations. (a) Subject On the terms and subject to the penultimate sentence of this clause (a)limitations hereof, (x) the Borrower Borrowers shall have the option on at any Business Day time and from time to time to convert all or a any portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans Advances into Prime Rate Advances or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing LIBOR Advances, or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any a LIBOR Loans Advance as such; provided, however, that a LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans Advance may not be converted into or continued only on the last day of the Interest Period applicable thereto and no Advance may be converted to or continued as a LIBOR Loans Advance if a Default or Event of Default has occurred and is continuing on the proposed date of continuation or conversion. Advances may be converted to, or continued as, LIBOR Advances only in existence minimum amounts, as to the aggregate amount of the Advances of all Banks so converted or continued, of $500,000. The Borrowers’ Agent shall give the Agent written notice of any continuation or conversion of any Advances and such notice must be given so as to be received by the Agent not later than 11:00 A.M. (Minneapolis time) two LIBOR Business Days prior to requested date of conversion or continuation in the case of the continuation of, or conversion to, LIBOR Advances and on the date of the requested conversion and to Prime Rate Advances. The Agent shall promptly, on the Administrative Agent has date of receipt thereof, give the Banks notice of any such request. Each such notice shall specify (a) the amount to be continued or the Required Lenders have determined in its or their sole discretion not to permit such conversionconverted, (iiib) the date for the continuation or conversion (which must be (i) the last day of the preceding Interest Period for any continuation or conversion of LIBOR Loans may not Advances, and (ii) a LIBOR Business Day in the case of continuations as or conversions to LIBOR Advances and a Business Day in the case of conversions to Prime Rate Advances), and (c) in the case of conversions to or continuations as LIBOR Advances, the Interest Period applicable thereto. Any notice given by the Borrowers’ Agent under this Section shall be irrevocable. If the Borrowers’ Agent shall fail to notify the Agent of the continuation of any LIBOR Advances within the time required by this Section, at the option of the Agent, such Advances shall, on the last day of the Interest Period applicable thereto, (A) automatically be continued as LIBOR Loans for an additional Advances with the same principal amount and the same Interest Period if or (B) automatically be converted into Prime Rate Advances with the same principal amount. All conversions and continuation of Advances must be made uniformly and ratably among the Banks (e.g., when continuing a Default or Event two-month LIBOR Advance of Default is in existence one Bank to a three-month LIBOR Advance, the Borrowers must simultaneously continue all two-month LIBOR Advances of all Banks having Interest Periods ending on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to three-month LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (dAdvances), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Dolan Media CO), Credit Agreement (Dolan Media CO)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Bountiful Co), First Lien Credit Agreement (Bountiful Co)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option option, on any Business Day Day, to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans made pursuant to one or Revolving Credit Loans denominated in Dollars more Borrowings of one Type or more Types of Loans into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day of Loan or to continue all or any portion equal to at least the outstanding principal amount Minimum Borrowing Amount of any outstanding LIBOR Loans as the same Type of Loan; provided that, (a) except as otherwise provided in Section 2.10(b), LIBOR Loans for may be converted into Base Rate Loans only on the last day of an additional Interest Period, provided that (i) Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing AmountAmount applicable thereto, (iib) ABR Base Rate Loans may not be converted into LIBOR Loans and LIBOR Loans may not be continued as such if a Default or an Event of Default has occurred and is in existence continuing on the date of the conversion or continuation, as applicable, and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default conversion or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (ivc) Borrowings resulting from conversions no conversion or continuation pursuant to this Section 2.6 2.06 shall be limited result in a greater number as provided in of Borrowings of LIBOR Loans than is permitted under Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.02. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Notice Office prior to 1:00 p.m. P.M. (New York City time) at least (i) in the case of conversions of Base Rate Loans into LIBOR Loans or continuations of LIBOR Loans, three Business Days’ notice, prior notice and (ii) in the case of a continuation conversions of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)into Base Rate Loans, which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s prior notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Conversion/Continuation”) specifying ), in each case in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted or continued, the Type of Borrowing or Borrowings pursuant to which such Loans to be converted or continued into were incurred and, if such Loans are to be converted into LIBOR Loans or continued as LIBOR Loanssuch, the Interest Period to be initially applicable theretothereto after giving effect to such election. The Administrative Agent shall give each applicable Lender prompt notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Intercreditor Agreement (AdvancePierre Foods Holdings, Inc.), Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the each Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower applicable Borrowers by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Gardner Denver Holdings, Inc.), Credit Agreement (Gardner Denver Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Parent Borrower on behalf of the Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) plus $1,000,000 increments in excess thereof of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Parent Borrower on behalf of the Borrowers shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Swingline Loans and Revolving Credit Loans denominated in any Alternative Currency Protective Advances may not be converted to ABR LIBOR Loans. Each such conversion or continuation shall be effected by the Parent Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Parent Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Abl Credit Agreement (Dollar General Corp), Abl Credit Agreement (Dollar General Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day Day, subject to Section 2.11, to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Loans, Revolving Credit Loans, Additional/Replacement Revolving Credit Loans denominated in Dollars or Extended Revolving Credit Loans of one Type into a Borrowing or Borrowings of another Type and (y) except as otherwise provided herein the Borrower shall have the option on any Business Day the last day of an Interest Period to continue the outstanding principal amount of any LIBOR Eurodollar Loans as LIBOR Eurodollar Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurodollar Loans may not be continued as LIBOR Eurodollar Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to LIBOR to, Eurodollar Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one the same Business Day’s notice Day in the case of a conversion into ABR Loans Loans), prior written notice (or telephonic notice promptly confirmed in writing) (each, each a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into andcontinued, the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), the principal amount of Loans to be converted or continued, as the case may be, and if such Loans are to be converted into or continued as LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Loan, shall have a one-month Interest Period. Any such automatic continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. If the Borrower requests a conversion to, or continuation of, Eurodollar Loans in any such Notice of Conversion or Continuation, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month’s duration. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Loan. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Incremental Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Grocery Outlet Holding Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 1,000,000 (or or, if such Borrowing is less, the Dollar Equivalent thereofentire remaining applicable amount at such time) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue all or a portion of the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period; provided, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term if less than a full Borrowing of Revolving Loans and is converted, such conversion shall be made pro rata among the Lenders based upon their Revolving Credit Commitment Percentage of the applicable Class or Classes in accordance with the respective principal amounts of the Revolving Loans denominated in any Alternative Currency may not be converted comprising such Borrowing held by such Lenders immediately prior to ABR Loanssuch conversion. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the applicable Administrative Agent’s Office prior to 1:00 12:00 p.m. (New York City time) at least (i) three Business Days’ prior written notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s Day prior written notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation of a LIBOR Loan, the Borrower shall be deemed to have selected a LIBOR Loan with an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.), Intercreditor Agreement (Aveanna Healthcare Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 1,000,000 of the outstanding principal amount of Term Loans of one Type or at least the Minimum Borrowing Amount for Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Credit Agreement (Del Frisco's Restaurant Group, Inc.), Credit Agreement (Del Frisco's Restaurant Group, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) 12:00 noon (New York City time) one Business Day’s notice in the case of Day prior to a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 2 contracts

Samples: Lien Credit Agreement (BrightSpring Health Services, Inc.), Lien Credit Agreement (BrightSpring Health Services, Inc.)

Conversions and Continuations. (a) Subject to the penultimate third to last sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 500,000 (or, to the extent denominated in an Alternative Currency, the amount to be agreed by the Borrower and the Administrative Agent) (or if such Borrowing is less, the Dollar Equivalent thereofentire remaining applicable amount at such time) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue all or a portion of the outstanding principal amount of any LIBOR Term SOFR Loans as LIBOR Term SOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Term SOFR Loans shall reduce the outstanding principal amount of LIBOR such Term SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (viii) Euro Tranche Term if less than a full Borrowing of Revolving Loans and is converted, such conversion shall be made pro rata among the Lenders based upon their Revolving Credit Commitment Percentage of the applicable Class or Classes in accordance with the respective principal amounts of the Revolving Loans denominated in any Alternative Currency may not be converted comprising such Borrowing held by such Lenders immediately prior to ABR Loanssuch conversion. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the applicable Administrative Agent’s Office prior to 1:00 3:00 p.m. (New York City time) at least (i) three (3) Business Days’ prior written notice, in the case of a continuation of or conversion to LIBOR Term SOFR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)ClosingFirst Amendment Effective Date, which shall be deemed to be effective on the Original Closing ClosingFirst Amendment Effective Date) ), or (ii) one (1) Business Day’s Day prior written notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation of a Term SOFR Loan, the Borrower shall be deemed to have selected a Term SOFR Loan, with an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (Surgery Partners, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period on the last Business Day of the existing Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 2.06 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.02. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (eachsuch notice, a “Notice of Conversion or Continuation”) specifying or telephonic notice (promptly confirmed in writing by submissionpromptly by delivery to the Administrative Agent of a Notice of Conversion or Continuation) prior to 11:00 a.m. (Central time) (x) at least three Business Days’ in the case of conversion or continuation of LIBOR Loans and (y) on the same Business Day in the case of a conversion into ABR Loans, which Notice of Conversion or Continuation shall specify the Term Loans to be so converted or continued, the Type of Term Loans to be converted or continued into and, if such Term Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each applicable Lender written notice as (or telephonic notice promptly as practicable confirmed in writing) of any such the proposed conversion or continuation affecting any of its Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to ABR Loans described in Section 2.06(b).

Appears in 1 contract

Samples: Security Agreement (MRC Global Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower The Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 1,000,000 of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of made to the Borrowers from one Type into a Borrowing or Borrowings of another Type and (y) the Borrower Borrowers shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Eurodollar Loans as LIBOR Eurodollar Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount$1,000,000, (ii) ABR Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurodollar Loans may not be continued as LIBOR Eurodollar Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) no conversion or continuation of Eurodollar Loans may be made on a day other than the last day of the Interest Period applicable thereto and (v) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower Borrowers by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, each a “Notice of Conversion or Continuation”) specifying the Revolving Credit Loans to be so converted or continued, the Type of Revolving Credit Loans to be converted or continued into and, if such Revolving Credit Loans are to be converted into or continued as LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Revolving Credit Loans.

Appears in 1 contract

Samples: Credit Agreement (Railamerica Inc /De)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to Day, (1) in the case of Eurocurrency Rate Loans or Term RFR Loans denominated in Dollars, (i) convert Eurocurrency Rate Loans or Term RFR Loans into ABR Loans or (ii) continue the outstanding principal amount of any LIBOR such eurocurrency Rate Loans as LIBOR Eurocurrency Rate Loans or Term RFR Loans as Term RFR Loans for an additional Interest Period, (2) in the case of Daily Simple RFR Loans denominated in Dollars, (i) convert all or any part of any such outstanding Daily Simple RFR Loans into ABR Loans or (ii) continue any such Daily Simple RFR Loans as Daily Simple RFR Loans, (3) in the case of a Eurocurrency Rate Loan or Term RFR Loans denominated in any Alternative Currency, continue any such Eurocurrency Rate Loans as Eurocurrency Rate Loans or Term RFR Loans as Term RFR Loans and (4) in the case of a Daily Simple RFR Loan denominated in any Alternative Currency, upon the occurrence of the interest payment date pursuant to Section 2.8(d) thereof, continue any such Daily Simple RFR Loans as Daily Simple RFR Loans, provided that (i) no partial conversion of LIBOR Eurocurrency Rate Loans or Term RFR Loans shall reduce the outstanding principal amount of LIBOR Eurocurrency Rate Loans or Term RFR Loans, as applicable, made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans or Daily Simple RFR Loans may not be converted into LIBOR Eurocurrency Rate Loans or Term RFR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Eurocurrency Rate Loans or Term RFR Loans may not be continued as LIBOR Eurocurrency Rate Loans or Term RFR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Eurocurrency Banking Days’ notice, in the case of a continuation of or conversion to LIBOR Eurocurrency Rate Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date), (ii) five RFR Business Days’ notice, in the case of a continuation of or a conversion to Term RFR Loans, (iii) five RFR Business Days’ notice, in the case of a continuation of or a conversion to Daily Simple RFR Loans or (iiiv) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Eurocurrency Rate Loans or Term RFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (RBC Bearings INC)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Parent Borrower on behalf of the Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 10,000,000 of the outstanding principal amount of Term Loans or New Revolving Credit Loans denominated in Dollars made to the Parent Borrower on behalf of the Borrowers of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower Parent Borrower, on behalf of the Borrowers, shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Swingline Loans and Revolving Credit Loans denominated in any Alternative Currency Protective Advances may not be converted to ABR LoansLIBOR Loans under any circumstances. Each such conversion or continuation shall be effected by the Parent Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the New Revolving Credit Loans to be so converted or continued, the Type of New Revolving Credit Loans to be converted or continued into and, if such New Revolving Credit Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its New Revolving Credit Loans. If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans, the Parent Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a) above, the Parent Borrower shall be deemed to have elected to continue such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period.

Appears in 1 contract

Samples: Credit Agreement (HCA Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a) and subject to the terms of Section 2.6(c), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 2,500,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type (provided that Revolving Loans may not be converted into LIBOR Loans on and after the First Amendment Effective Date) and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans or Term SOFR Loans as LIBOR Loans or Term SOFR Loans, as applicable, for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans or Term SOFR Loans shall reduce the outstanding principal amount of LIBOR Loans or Term SOFR Loans, as applicable, made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans or Term SOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Term SOFR Loans may not be continued as Term SOFR Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Revolving Credit Lenders have determined in its or their sole discretion not to permit such continuation, and (v) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior notice at the Administrative Agent’s Office prior to (i) 1:00 p.m. (New York City time) at least three (i3) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans or Term SOFR Loans, as applicable, denominated in Dollars, (other than ii) 1:00 p.m. (New York City time) at least four (4) Business Days’ in the case of a notice delivered continuation of or conversion to LIBOR Loans denominated in Alternative Currencies or (iii) 10:00 a.m. (New York City time) on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K (or such other form reasonably acceptable to the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the |US-DOCS\101663612.13131839430.6|| Administrative Agent)) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans or Term SOFR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan or a Term SOFR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: First Lien Credit Agreement (HireRight Holdings Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 2,500,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior notice at the Administrative Agent’s Office prior to (i) 1:00 p.m. (New York City time) at least three (i3) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans denominated in Dollars, (other than ii) 1:00 p.m. (New York City time) at least four (4) Business Days’ in the case of a notice delivered continuation of or conversion to LIBOR Loans denominated in Alternative Currencies or (iii) 10:00 a.m. (New York City time) on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K (or such other form reasonably acceptable to the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: First Lien Credit Agreement (HireRight GIS Group Holdings, LLC)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR LIBORSOFR Loans as LIBOR LIBORSOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR LIBORSOFR Loans shall reduce the outstanding principal amount of LIBOR LIBORSOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR LIBORSOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR LIBORSOFR Loans may not be continued as LIBOR LIBORSOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three U.S. Government Securities Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR LIBORSOFR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) 12:00 noon12:00 p.m. (New York City time) one Business Day’s notice in the case of Day prior to a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR LIBORSOFR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBORSOFR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Second Lien Credit Agreement (BrightSpring Health Services, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of any Term Loans, any Term C Loans or any Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Payment Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to to, LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a Table of Contents “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into into, or continued as as, LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of any Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type Type; provided that Tranche B-3 Term Loans shall be either ABR Loans or SOFR Loans, and Tranche B-1 Term Loans and Tranche B-2 Term Loans shall be either ABR Loans or LIBOR Loans, and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans, or any SOFR Loans as SOFR Loans, for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans or SOFR Loans shall reduce the outstanding principal amount of LIBOR Loans or SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) (x) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required LIBOR Lenders have determined in its or their sole discretion not to permit such conversion and (y) ABR Loans may not be converted into SOFR Loans if an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required SOFR Lenders have determined in its or their sole discretion not to permit such conversion, (iii) (x) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required LIBOR Lenders have determined in its or their sole discretion not to permit such continuation and (y) SOFR Loans may not be continued as SOFR Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Required SOFR Lenders have determined in their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to to, LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)or, which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans or (iii) three U.S. Government Securities Business Days’, in the case of a continuation of, or conversion to, SOFR Loans, prior written notice (or telephonic notice promptly confirmed in writing) ), in each case substantially in the form of Exhibit A (each, a “Notice of Conversion or Continuation”) specifying the Term Loans to be so converted or continued, the Type of Term Loans to be converted or continued into and, if such Loans are to be converted into or continued as and, if such Term Loans are to be converted into, or continued as, LIBOR Loans or SOFR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Avaya Holdings Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Each Borrower shall have the option to convert, on any Business Day to convert occurring after the Borrowing Date, all or a portion equal to at least $5,000,000 the applicable Minimum Borrowing Amount (or the Dollar Equivalent thereofand, if greater, in an integral multiple of U.S.$500,000) of the outstanding principal amount of Term Loans made pursuant to one or Revolving Credit Loans denominated in Dollars more Borrowings of one Type or more Types under a single Tranche into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Periodunder such Tranche, provided that (i) except as otherwise provided in Section 2.10(b) or unless the respective Borrower pays all amounts owing pursuant to Section 2.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Eurodollar Loans being converted, (ii) no such partial conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of LIBOR such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing AmountAmount applicable thereto, and (iiiii) ABR Base Rate Loans may not be converted into LIBOR Eurodollar Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or (on behalf of the Required Lenders have determined in its or their sole discretion not Lenders) has given notice to permit the U.S. Borrower that no such conversion, (iii) LIBOR Loans may not conversion shall be continued as LIBOR Loans for an additional Interest Period if a Default or permitted while such Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loanscontinuing. Each such conversion or continuation shall be effected by the a Borrower by giving the Administrative Agent at the Administrative Agent’s its Notice Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a prior notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Conversion/Continuation”) specifying in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted or continuedconverted, the Type of Borrowing or Borrowings pursuant to which such Loans to be converted or continued into were made and, if such Loans are to be converted into or continued as LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto, which shall be three months. The Administrative Agent shall give each applicable Lender prompt notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Possession Credit Agreement (Cooper-Standard Holdings Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a) and Sections 2.1(d) and 2.8(h), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of any Term Loans, any Term C Loans or any Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of (1) any LIBOR Loans as LIBOR Loans for an additional Interest Period and (2) any Term SOFR Loans as Term SOFR Loans for an additional Interest Period (it being understood and agreed that any Borrowing of Revolving Credit Loans comprised of LIBOR Loans and Term SOFR Loans shall be subject to a single Interest Period, ); provided that (i) no partial conversion of LIBOR Loans or Term SOFR Loans shall reduce the outstanding principal amount of LIBOR Loans or Term SOFR Loans, as applicable, made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans or Term SOFR Loans, as applicable, if a Payment Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) (1) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation and (2) Term SOFR Loans may not be continued as Term SOFR Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Required 2022 Extended Revolving Credit Lenders have determined in their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount (and in multiples of $5,000,000 (or the Dollar Equivalent 100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) substantially in the form attached hereto as Exhibit L (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (Talos Energy Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower Parent Borrower, on behalf of the Borrowers, shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 10,000,000 of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars made to the Parent Borrower on behalf of the Borrowers of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower Parent Borrower, on behalf of the Borrowers, shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term SOFR Loans as LIBOR Term SOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Term SOFR Loans shall reduce the outstanding principal amount of LIBOR Term SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term SOFR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Term SOFR Loans may not be continued as LIBOR Term SOFR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Swingline Loans and Revolving Credit Loans denominated in any Alternative Currency Protective Advances may not be converted to ABR LoansTerm SOFR Loans under any circumstances. Each such conversion or continuation shall be effected by the Parent Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three two Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Revolving Credit Loans to be so converted or continued, the Type of Revolving Credit Loans to be converted or continued into and, if such Revolving Credit Loans are to be converted into or continued as LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Revolving Credit Loans. Any written notice to be given hereunder may be given in any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (HCA Healthcare, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Parent Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) 10,000,000 of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of 77 Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro European-1 Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency Currencies may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the applicable Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans denominated in Dollars, (other than ii) four Business Days’ notice, in the case of a notice delivered on the Original Closing Date pursuant continuation or conversion to clause (d), which shall be deemed to be effective on the Original Closing Date) LIBOR Loans denominated in an Alternative Currency or (iiiii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Restatement Agreement (HCA Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR SOFR Loans as LIBOR SOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR SOFR Loans shall reduce the outstanding principal amount of LIBOR SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR SOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR SOFR Loans may not be continued as LIBOR SOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR SOFR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one three Business Day’s notice Days prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (eacheach such notice, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR SOFR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a SOFR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (Skillsoft Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option option, subject to Section 2.10, on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iiiii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iviii) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ noticeprior written notice (or telephonic notice promptly confirmed in writing), in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (dc), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) in the case of a conversion into ABR Loans (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Interim Loan Agreement (First Data Corp)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (xi) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 1,000,000 (or the Dollar Equivalent and in multiples of $100,000 in excess thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (yii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (iA) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount$1,000,000, (iiB) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (ivD) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i1) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii2) one Business Day’s notice the date of conversion, in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (Concho Resources Inc)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Each Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Tranche B-1 Term Loans or Revolving Credit Loans denominated in Dollars made to such Borrower (as applicable) of one Type into a Borrowing or Borrowings of another Type and (y) the applicable Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving Credit Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case may be, for an additional Interest Period, provided that (i) no partial conversion of LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans or LIBOR Revolving Credit Loans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans (other than Tranche B-2 Term Loans) may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the th e Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the applicable Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 Noon (New York City time or, with respect to the Tranche B-2 Term Loans, London time) at least (i) three Business Days’ notice, in the case of a continuation of (or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Term Loans or Revolving Credit Loans to be so converted or continued, the Type of Term Loans or Revolving Credit Loans to be converted or continued into and, if such Term Loans or Revolving Credit Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto; provided that Tranche B-2 Term Loans may only be continued as LIBOR Loans. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Term Loans or Revolving Credit Loans.

Appears in 1 contract

Samples: First Lien Credit Agreement (IPC Systems Holdings Corp.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term SOFR Loans as LIBOR Term SOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Term SOFR Loans shall reduce the outstanding principal amount of LIBOR Term SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term SOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Term SOFR Loans may not be continued as LIBOR Term SOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Term SOFR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Restatement Effective Date, which shall be deemed to be effective on the Original Closing Restatement Effective Date) ), or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Intercreditor Agreement (OneStream, Inc.)

Conversions and Continuations. (a) Subject to the penultimate penultimatelast sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or at least the Minimum Borrowing Amount for Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR LIBORSOFR Loans as LIBOR LIBORSOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR LIBORSOFR Loans shall reduce the outstanding principal amount of LIBOR LIBORSOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR LIBORSOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR LIBORSOFR Loans may not be continued as LIBOR LIBORSOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three U.S. Government Securities Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR LIBORSOFR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit J) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR LIBORSOFR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBORSOFR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. This Section shall not apply to Swingline Loans, which may not be converted or continued.

Appears in 1 contract

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or no less than the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans, Delayed-Draw Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Payment Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of of, or conversion to to, LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued into and, if such Loans are to be converted into into, or continued as as, LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Security Agreement (Energy Future Competitive Holdings Co LLC)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Revolving Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Restatement Effective Date, which shall be deemed to be effective on the Original Closing Restatement Effective Date) ), or (ii) one Business Day’s notice in 10:00 a.m. (New York City time) on the case proposed day of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Abl Credit Agreement (Academy Sports & Outdoors, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice Day prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Appears in 1 contract

Samples: Credit Agreement (National Vision Holdings, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower Borrowers shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Eurocurrency Loans as LIBOR Eurocurrency Loans for an additional Interest Period, ; provided that (i) Type of Borrowing to which any Term Loan or Revolving Credit Loan will be converted must be available for a Borrowing in the applicable currency, (ii) RFR Loans may not be converted, (iii) no partial conversion of LIBOR Eurocurrency Loans shall reduce the outstanding principal amount of LIBOR Eurocurrency Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (iiiv) ABR Loans may not be converted into LIBOR Eurocurrency Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iiiv) LIBOR Eurocurrency Loans may not be continued as LIBOR Eurocurrency Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, continuation and (ivvi) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the applicable Borrower or the Parent Borrower by giving the Administrative Agent notice at the Administrative Agent’s Office prior to 1:00 p.m. 12:00 noon (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Eurocurrency Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one prior to 10:00 a.m. (New York City time) on the Business Day’s notice Day in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (eacheach such notice, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Eurocurrency Loans, the Interest Period to be initially applicable thereto. Any such notice may be conditioned on the occurrence of any specified transaction and, if such specified transaction does not occur as intended, such notice may be revoked or amended by the Parent Borrower. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Loan, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (Mirion Technologies, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the The Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) Minimum Borrowing Amount of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Term Loans or LIBOR Revolving Credit Loans as LIBOR Term Loans or LIBOR Revolving Credit Loans, as the case may be, for an additional Interest LIBOR Period; provided, provided that (i) no partial conversion of LIBOR Term Loans or LIBOR Revolving Credit Loans shall reduce the outstanding principal amount of LIBOR Term Loans or LIBOR Revolving Credit Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Index Rate Loans may not be converted into LIBOR Rate Loans if a Default or an Event of Default is in existence on the date of the proposed conversion and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility that is the subject of such conversion have, determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Rate Loans may not be continued as LIBOR Rate Loans for an additional Interest LIBOR Period in excess of one month if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility that is the subject of such conversion have, determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ notice, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d), which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (the Minimum Borrowing Amount for Term Loans of one Type or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans or Minimum Borrowing Amount for Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period; provided that, provided that notwithstanding the foregoing, (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans2.2. Each such conversion or continuation shall be effected by the Borrower by giving prior written notice to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 12:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Loans, which shall be deemed to be effective on the Original Closing Date) or (ii) one Business Day’s notice Day prior, in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit K or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, appropriately completed and signed by an Authorized Officer of the Borrower) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

Appears in 1 contract

Samples: Credit Agreement (European Wax Center, Inc.)

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower Borrowers shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) of the outstanding principal amount of Term Loans of one Type or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower Borrowers shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR SOFR Loans as LIBOR SOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR SOFR Loans shall reduce the outstanding principal amount of LIBOR SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR SOFR Loans if a Default or an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, conversion and (iii) LIBOR SOFR Loans may not be continued as LIBOR SOFR Loans for an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans denominated in any Alternative Currency may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower Borrowers by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 12:00 p.m. (New York City time) at least (i) three Business Days’ noticeDays prior, in the case of a continuation of or conversion to LIBOR SOFR Loans or EURIBOR Rate Loans (other than in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Date, which shall be deemed to be effective on the Original Closing Date) ), or (ii) one Business Day’s notice Day prior in the case of a conversion into ABR Loans prior written notice (or telephonic notice promptly confirmed in writing) XXXXX Loans (each, a “Notice of Conversion or Continuation” substantially in the form of Exhibit M) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR SOFR Loans or EURIBOR Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.applicable

Appears in 1 contract

Samples: Credit Agreement (GoDaddy Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.