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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 23 contracts

Samples: Credit Agreement (First Data Corp), Joinder Agreement (First Data Corp), Joinder Agreement (First Data Corp)

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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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with With respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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), (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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into a Borrowing of ABR LoansLIBOR Loans having an interest period of one month, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans Loan subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement; provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation.

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 7 contracts

Samples: Joinder and Amendment Agreement (National Vision Holdings, Inc.), First Lien Credit Agreement (BrightView Holdings, Inc.), First Lien 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause paragraph (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 6 contracts

Samples: Superpriority Secured Debtor in Possession Credit Agreement (Intelsat S.A.), Superpriority Secured Debtor in Possession Credit Agreement (Intelsat S.A.), Superpriority Secured Debtor in Possession 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Revolving Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement; provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation.

Appears in 6 contracts

Samples: Credit Agreement, Credit Agreement (Samson Resources Corp), Credit Agreement (Samson 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 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 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 Loans2. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 5 contracts

Samples: Amendment No. 3 and Joinder Agreement (Intelsat S.A.), Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest Finance, 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 5 contracts

Samples: Second Lien Credit Agreement (BrightView Holdings, Inc.), Second 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Eurodollar Loans denominated in Dollars and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, such LIBOR Eurodollar 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 5 contracts

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

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 Default. (b) The Borrower shall make each 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 election by giving the Administrative Agent at the Administrative Agent’s Office written notice not later than 11:00 a.m., Local Time, three (3) Business Days prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ noticethe intended effective date of any conversion of Base Rate Loans into, in the case of a or continuation of or conversion to of, LIBOR Loans and one (other than in 1) Business Day prior to the case intended effective date of a any conversion of LIBOR Loans into Base Rate Loans. Each such 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 shall be irrevocable, shall be given in the Loans to form of Exhibit B-2 and shall specify (x) the date of such conversion or continuation (which shall be so converted a Business Day), (y) in the case of a conversion into, or continueda continuation of, 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, and (z) the aggregate amount and Type of the Revolving Loans being converted or continued. The Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent shall give will promptly notify each applicable Lender notice as promptly as practicable of any such the proposed conversion or continuation affecting continuation. In the event that the Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 automatically be automatically converted on the last day of the current Interest Period into ABR Loans. If to Base Rate Loans upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing applicable thereto (unless repaid pursuant to the terms hereof). In the event the Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then the Borrower shall be automatically continued as a Borrowing of LIBOR Loans with deemed to have selected an Interest Period with a duration of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 4 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), (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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Eurocurrency Loans denominated in Dollars and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Eurocurrency 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Eurocurrency Loans, the Parent Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Parent Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Eurocurrency Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 4 contracts

Samples: Senior Secured Second Out Term Loan Credit Agreement (Skillsoft Corp.), Senior Secured Term Loan 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the applicable 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Lenders Majority Revolving Lenders, with respect to a Revolving Borrowing, or 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, 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Revolving Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement; provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation.

Appears in 4 contracts

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

Conversions and Continuations. (a) Subject The Borrower may elect from time to time to convert Eurodollar Advances to ABR Advances by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election (confirmed by the delivery of a Notice of Conversion/Continuation), specifying the amount to 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' 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 the amount to be so converted and 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 last day of the Eurodollar Interest Period applicable to the penultimate sentence Eurodollar Advances which are to be continued as such new Eurodollar Advances. The Administrative Agent shall promptly provide the Lenders with a copy of each such Notice of Conversion/Continuation. ABR Advances and Eurodollar Advances may be converted or continued pursuant to this clause (a)Section in whole or in part, (x) the Borrower provided that conversions of ABR Advances to Eurodollar Advances, or continuations of Eurodollar Advances, 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 be in an aggregate principal amount of Term Loans $5,000,000 or Revolving Credit Loans denominated an integral multiple of $1,000,000 in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) excess thereof. If the Borrower shall have fails to deliver a notice of conversion or continuation in accordance with this Section with respect to any Advance prior to the option last day of the Interest Period applicable thereto, then, unless such Advance is repaid as provided herein, on any Business Day to continue the outstanding principal amount last day of any LIBOR Loans as LIBOR Loans for an additional such Interest Period, provided that such Advance shall be converted to, or continued as, an ABR Advance. (ib) Notwithstanding anything in this Section to the contrary, no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant ABR Advance may be converted to a single Borrowing to less than the Minimum Borrowing AmountEurodollar Advance, (ii) ABR Loans and no Eurodollar Advance may not be converted into LIBOR Loans continued, if a Default or Event of Default has occurred and is continuing either (i) at the time the Borrower shall notify the Administrative Agent of its election to convert or continue or (ii) on the requested Conversion/Continuation Date. In such event, such ABR Advance shall be automatically continued as an ABR Advance, or such Eurodollar Advance shall be automatically converted to an ABR Advance on the last day of the Eurodollar Interest Period applicable to such Eurodollar Advance. If an Event of Default shall have occurred and be continuing, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or otherwise) that all, or such lesser amount as the Required Lenders shall designate, of the outstanding Eurodollar Advances shall be automatically converted to ABR Advances, in existence which event such Eurodollar Advances shall be automatically converted to ABR Advances on the date such notice is given. (c) No Eurodollar Interest Period selected in respect of the conversion and or continuation of any Eurodollar Advance shall end after the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, Maturity Date. (iiid) 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 each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that such conversion shall not constitute a borrowing for purposes of Articles 4, 5 or 6). (e) Without in any way limiting the obligation of the Borrower by giving to confirm in writing any telephonic notice of borrowing given to the Administrative Agent, the Administrative Agent at may act without liability upon the basis of telephonic notice of such borrowing believed by the Administrative Agent in good faith to be from an authorized officer of the Borrower prior to receipt of written confirmation. In each such case, the Administrative Agent’s Office prior 's records with regard 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 any such telephone 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) (eachpresumptively correct, 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 Loansabsent manifest error. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 4 contracts

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

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR SOFR Loans denominated in Dollars and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR SOFR 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)SOFR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR SOFR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.), 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Rate Loans denominated in Dollars and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, such LIBOR Rate Loans shall be automatically converted on the last day of the current Interest LIBOR Period into ABR LoansLoans effective as of the expiration date of such current LIBOR Period. If If, upon the expiration of any Interest LIBOR Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Rate Loans, the Borrower has failed to elect a new Interest LIBOR Period to be applicable thereto as provided in clause (aSection 2.06(a), the Borrower shall be deemed to have elected to convert such Borrowing of a LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month’s duration. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 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 Base Rate Loans of any Class into LIBOR Loans of the same Class, or Revolving Credit to convert any LIBOR Loans denominated in Dollars of one Type any Class the Interest Periods for which end on the same day into a Borrowing Base Rate Loans of the same Class, or Borrowings (ii) upon the expiration 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 of any Class 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 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 into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 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$3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, (iix) 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, (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 Base Rate Loans that are Swingline Loans, and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The Borrower shall make each such election by giving the Administrative Agent at the Administrative Agent’s Office written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to 1:00 p.m. the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one (New York City time1) at least Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (ieach, a "Notice of Conversion/Continuation") three Business Days’ noticeshall be irrevocable, shall be given in the case form of a Exhibit B-3 and shall specify (x) the date of such conversion 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), which shall be deemed to be effective on the Original Closing Date) or (ii) one a Business Day’s notice ), (y) in the case of a conversion into ABR Loans prior written notice (into, or telephonic notice promptly confirmed in writing) (eacha continuation of, 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, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. The Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent shall give will promptly notify each applicable Lender notice as promptly as practicable of any such the proposed conversion or continuation affecting continuation. In the event that the Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 automatically be automatically converted on the last day of the current Interest Period into ABR Loans. If to Base Rate Loans upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing applicable thereto (unless repaid pursuant to the terms hereof). In the event the Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then the Borrower shall be automatically continued as a Borrowing of LIBOR Loans with deemed to have selected an Interest Period with a duration of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Hilb Rogal & Hamilton Co /Va/), Credit Agreement (Hilb Rogal & Hamilton Co /Va/), Credit Agreement (Hilb Rogal & Hamilton Co /Va/)

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 or conversion 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 LIBOR Loans (other than in of another Type shall constitute a new Revolving Borrowing. If the case of Borrower fails to deliver 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 “timely Notice of Continuation or Conversion or Continuation”) specifying with respect to a Eurodollar Revolving Borrowing prior to the Loans to be so converted or continued, the Type end 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, then, unless such Revolving Borrowing is repaid as provided herein, at the end of such Interest Period such Revolving Borrowing shall be converted to an ABR Revolving Borrowing. The Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent shall give each applicable Lender notice Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or an Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 continuing (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such i) no outstanding Revolving Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into to or continued as a Loan denominated in a different currency. Eurodollar Revolving Borrowing and (dii) Notwithstanding anything to the contrary hereinunless repaid, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject each Eurodollar Revolving Borrowing shall be converted to an interest rate Hedge Agreement as LIBOR Loans for each ABR Revolving Borrowing at the end of the Interest Period until the expiration of the term of such applicable Hedge Agreementthereto.

Appears in 3 contracts

Samples: Senior Secured Debtor in Possession Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.), Credit Agreement (Hi-Crush Partners LP)

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Hedging Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Hedging Agreement.

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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans (other than Loans denominated in Dollars Alternative Currencies) 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Joinder Agreement (HCA Healthcare, Inc.), Joinder Agreement (HCA Healthcare, Inc.), Restatement Agreement (HCA Healthcare, 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 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 Loans2. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Credit Agreement (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) 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the applicable Required Facility 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into a Borrowing as LIBOR Loans with an Interest Period of ABR Loansone month, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or SOFR Loans, if requested by the Required Lenders have determined in its or their sole discretion not to permit such continuationthe Administrative Agent, such LIBOR SOFR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If If, upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)SOFR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (aSection 2.06(a), the Borrower shall be deemed to have elected to convert (or continue, as applicable) such Borrowing of LIBOR SOFR Loans into a Borrowing of ABR Loans, SOFR Loans with a one (1) month Interest Period effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 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. (b) If any Payment Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans or Term C Loans subject to an interest rate Hedge Hedging Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Hedging Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Vistra Energy Corp), Credit Agreement (Energy Future Competitive Holdings Co LLC), Senior Secured Debtor in Possession Credit Agreement (Energy Future Competitive Holdings Co LLC)

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 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. (b) If any Default , 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 Event of Default continuation is in existence at provided by the time of any proposed continuation of any LIBOR Loans denominated in Dollars and Borrower, 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 notify each Lender of the current Interest Period into ABR Loans. If upon the expiration details of any Interest Period in respect of LIBOR automatic conversion to ABR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one monthSection 2.06(b). (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Rotech Healthcare Inc), Term Loan Credit Agreement (Rotech Healthcare Inc), Term Loan Credit Agreement (Rotech Healthcare 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 Base Rate Loans of any Class into LIBOR Loans of the same Class, or Revolving Credit to convert any LIBOR Loans denominated in Dollars of one Type any Class the Interest Periods for which end on the same day into a Borrowing Base Rate Loans of the same Class, or Borrowings (ii) upon the expiration 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 of any Class 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 shall reduce the outstanding involve an aggregate principal amount of not less than $1,000,000 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 $2,000,000 or, if greater, an integral multiple of $1,000,000 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$2,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, (iix) ABR except as otherwise provided in Section 2.16(f), 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, (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 into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default. (b) The Borrower shall make each such election by giving the Administrative Agent at the Administrative Agent’s Office written notice not later than 11:00 a.m., Charlotte time, three Business Days prior to 1:00 p.m. (New York City time) at least (i) three Business Days’ noticethe intended effective date of any conversion of Base Rate Loans into, in the case of a or continuation of or conversion to of, 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) and one Business Day’s Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such 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 shall be irrevocable, shall be given in the Loans to form of Exhibit B-2 and shall specify (x) the date of such conversion or continuation (which shall be so converted a Business Day), (y) in the case of a conversion into, or continueda continuation of, 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, and (z) the aggregate amount, Class and Type of the Loans being converted or continued. The Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent shall give will promptly notify each applicable Lender notice as promptly as practicable of any such the proposed conversion or continuation affecting continuation. In the event that the Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans. (b) If any , such LIBOR Loans shall, absent a Default or Event of Default is in existence at the time of any proposed continuation of any Default, automatically be continued as LIBOR Loans denominated in Dollars 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 with an Interest Period into ABR Loans. If of one month upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing applicable thereto (unless repaid pursuant to the terms hereof). In the event the Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then the Borrower shall be automatically continued as a Borrowing of LIBOR Loans with deemed to have selected an Interest Period with a duration of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Credit Agreement and Pledge and Security Agreement (Swisher Hygiene Inc.), Credit Agreement (Swisher Hygiene Inc.), Credit Agreement (Swisher Hygiene 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR SOFR Loans denominated in Dollars and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR SOFR 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)SOFR Loans, the Borrower has Borrowers have failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR SOFR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Except as otherwise provided herein, a EURIBOR Rate Loan may be continued or converted into or continued as a only on the last day of an Interest Period for such EURIBOR Rate Loan denominated unless the Borrower pays the amount due, if any, under Section 4.4 in a different currencyconnection therewith. (d) Notwithstanding anything to the contrary herein, The Administrative Agent shall promptly notify the Borrower may deliver a Notice and the Lenders of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each applicable to any Interest Period until the expiration for EURIBOR Rate Loans upon determination of such interest rate. The determination of the term EURIBOR Rate by the Administrative Agent shall be conclusive in the absence of such applicable Hedge Agreementmanifest error.

Appears in 3 contracts

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

Conversions and Continuations. (ai) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option Borrowers may on any Business Day Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting an Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of 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 Loan of one Type into a Borrowing or Borrowings Loan of another Type and (y) the Borrower shall have the option on any Business Day to continue the Type; provided, however, that no outstanding principal amount of any LIBOR Loans may be converted into or continued 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 when any Default or Event of Default is in existence exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the date last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans must be allocated among Lenders on a Pro Rata basis, and the Administrative Agent has Interest Period for Loans converted into 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 coterminous for each Lender. (ii) one Business Day’s notice in the case of a conversion into ABR Whenever Borrowers desire to convert or continue Loans prior under Section 2.1.2(i), Parent shall give Agent written notice (or telephonic notice promptly confirmed in writing) (eachsubstantially in the form of Exhibit C, signed by an authorized officer of Parent, before 12:00 p.m. on the Business Day of the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or Continuation”) specifying continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be so converted or continued, the Type date of Loans to such conversion or continuation (which shall be converted or continued into and, if such a Business Day) and whether the Loans are to be being converted into or continued as LIBOR LoansLoans (and, if so, the duration 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 Base Rate Loans. If If, upon the expiration of any Interest Period in respect of any LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has Borrowers shall have failed to elect a new Interest Period to be applicable thereto as provided in clause (a)deliver the Notice of Conversion/Continuation, the Borrower Borrowers shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR to Base Rate Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Integrated Electrical Services Inc), Loan and Security Agreement (Integrated Electrical Services Inc), Loan and Security Agreement (Integrated Electrical Services 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) 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Eurodollar Loans denominated in Dollars and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Eurodollar 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Eurodollar Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause paragraph (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Eurodollar Loans into a Borrowing of ABR Loans, Eurodollar Loans with an Interest Period of one month’s duration effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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), (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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.), Joinder Agreement and Amendment No. 5 (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) 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Amendment No. 1 (National Vision Holdings, Inc.), Joinder and Amendment and Restatement Agreement (National Vision Holdings, Inc.), Joinder and Amendment and Restatement 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into a Borrowing of ABR LoansLIBOR Loans having an interest period of one month, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans Loan subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement; provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation.

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 (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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Rate Loans denominated in Dollars and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, such LIBOR Rate Loans shall be automatically converted on the last day of the current Interest LIBOR Period into ABR LoansIndex Rate Loans effective as of the expiration date of such current LIBOR Period. If If, upon the expiration of any Interest LIBOR Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Rate Loans, the Borrower has failed to elect a new Interest LIBOR Period to be applicable thereto as provided in clause (aSection 2.06(a), the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Rate Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection Period with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of same LIBOR Loans with an Interest Period of one monthPeriod. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

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

Conversions and Continuations. (ai) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option Borrowers may on any Business Day Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of 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 Loan of one Type into a Borrowing or Borrowings Loan of another Type and (y) the Borrower shall have the option on any Business Day to continue the Type; provided, however, that no outstanding principal amount of any LIBOR Loans may be converted into or continued 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 when any Default or Event of Default is in existence exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the date last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans must be allocated among Lenders on a Pro Rata basis, and the Administrative Agent has Interest Period for Loans converted into 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 coterminous for each Lender. (ii) one Business Day’s notice in the case of a conversion into ABR Whenever Borrowers desire to convert or continue Loans prior under Section 2.1.2(i), SRC shall give Agent written notice (which may be by internet) (or telephonic notice promptly confirmed in writing) (eachsubstantially in the form of Exhibit C, signed by an authorized officer of such Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 3 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or Continuation”) specifying continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be so converted or continued, the Type date of Loans to such conversion or continuation (which shall be converted or continued into and, if such a Business Day) and whether the Loans are to be being converted into or continued as LIBOR LoansLoans (and, if so, the duration 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 Base Rate Loans. If If, upon the expiration of any Interest Period in respect of any LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has Borrowers shall have failed to elect a new Interest Period to be applicable thereto as provided in clause (a)deliver the Notice of Conversion/Continuation, the Borrower Borrowers shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR to Base Rate Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Standard Register Co), Loan and Security Agreement (Standard Register Co), Loan and Security Agreement (Standard Register 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 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 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 -64- applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans (other than Loans denominated in Dollars Alternative Currencies) 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) of this Section 2.6, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

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

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. (b) If any Default or an Event of Default is in existence at the time of any proposed continuation of any LIBOR Eurodollar Loans denominated in Dollars and the Administrative Agent has has, or the Required Lenders have with respect to any such continuation have, determined in its or their sole discretion not to permit such continuation, such LIBOR Eurodollar 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Fourth Amendment Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Investment 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings 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 $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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into as a Borrowing of ABR LoansLIBOR Loans with an Interest Period equal to the expired Interest Period, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

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

Conversions and Continuations. (ai) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option may on any Business Day Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of 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 Loan of one Type into a Borrowing or Borrowings Loan of another Type and (y) the Borrower shall have the option on any Business Day to continue the Type; provided, however, that no outstanding principal amount of any LIBOR Loans may be converted into or continued 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 when any Default or Event of Default is in existence exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the date last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans or the Term Loan Advances must be allocated among Lenders on a Pro Rata basis, and the Administrative Agent has Interest Period for Loans converted into 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 coterminous for each Lender. (ii) Whenever Borrower desires to convert or continue Loans 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 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 2. (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 Borrower 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 give Agent written notice (or telephonic notice promptly confirmed in writing) (eachsubstantially in the form of Exhibit C, signed by an authorized officer of Borrower, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or Continuation”) specifying continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be so converted or continued, the Type date of Loans to such conversion or continuation (which shall be converted or continued into and, if such a Business Day) and whether the Loans are to be being converted into or continued as LIBOR LoansLoans (and, if so, the duration of the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable thereto and, in the absence of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 specification by Borrower of the current Interest Period, an Interest Period into ABR of one month will be deemed to be specified) or Base Rate Loans. If If, upon the expiration of any Interest Period in respect of any LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has shall have failed to elect a new Interest Period to be applicable thereto as provided in clause (a)deliver the Notice of Conversion/Continuation, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR to Base Rate Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Dixie Group Inc), Loan and Security Agreement (Dixie Group 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause paragraph (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Kinder Morgan Holdco LLC), Credit 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 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 SOFR Loans as LIBOR SOFR Loans for an additional Interest Period, ; provided that (iA) 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, (iiB) 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 Majority Lenders have determined in its or their sole discretion not to permit such conversion, (iiiC) 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 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) U.S. Government Securities Business Days’ notice, 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), 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 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 (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 Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR SOFR Loans denominated in Dollars and the Administrative Agent has or the Required Majority Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR SOFR 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)SOFR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR SOFR Loans into a Borrowing of ABR LoansSOFR Loans having an interest period of one (1) month, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans Loan subject to an interest rate Hedge Agreement as LIBOR SOFR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement; provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation.

Appears in 2 contracts

Samples: Credit Agreement (Magnolia Oil & Gas Corp), 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 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 100,000 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, 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$100,000, (ii) ABR Base Rate Loans may not be converted into LIBOR 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 have, determined in its or their sole discretion not to permit such conversion, and (iii) LIBOR Loans may not be continued as LIBOR 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, (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) 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 Base Rate Loans) (and in either case on not more than five Business Days) prior to such proposed conversion or continuation, in the form of Exhibit B (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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated for an Interest Period in Dollars excess of one month and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall be automatically converted continued on the last day of the current Interest Period into ABR LoansLIBOR Loans with an Interest Period of one month. If If, upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (aSection 2.08(a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, Base Rate Loans effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (RTI Surgical Holdings, Inc.), Second Lien Credit Agreement (RTI Surgical 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 any outstanding Loan to 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 Loan of another Type and (y) by delivering a Conversion Request to 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 PeriodAgent, provided that (ia) with respect to any such conversion of a LIBOR Loan to an Overnight Rate Loan, the Borrower shall give the Agent at least three (3) Business Days prior written notice of such election; (b) with respect to any such conversion of an Overnight Rate Loan to a LIBOR Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days prior written notice of such election; (c) with respect to any such conversion of a LIBOR Loan into an Overnight Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) 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 Loan may not be converted into a 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. (b) If Loan when any Default or Event of Default has occurred and is in existence at continuing. On the time date on which such conversion is being made each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any proposed continuation Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Loan to a LIBOR Loan shall be irrevocable by the Borrower. (b) Any Loan of any Type may be continued as a Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.02; provided that no LIBOR Loans denominated in Dollars Loan may be continued as such when any Default or Event of Default has occurred and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuationis continuing, such LIBOR Loans but shall be automatically converted to an Overnight Rate Loan on the last day of the current first Interest Period into ABR Loans. If relating thereto ending during the continuance of any Default or Event of Default of which officers of the Agent active upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), Borrower’s account have actual knowledge. In the event that the Borrower has failed fails to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert provide any such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, notice with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence continuation of any of the events described in the preceding two sentencesLIBOR Loan as such, at the expiration of the then current Interest Period each such Borrowing LIBOR Loan shall be automatically continued as a Borrowing converted to an Overnight Rate Loan on the last day of LIBOR Loans with an the first Interest Period of one monthrelating thereto. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this Section 2.07 is scheduled to occur. (c) No Loan may Any conversion to or from LIBOR Loans shall be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything such amounts and be made pursuant to the contrary hereinsuch elections so that, after giving effect thereto, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding aggregate principal amount of any Initial Term all LIBOR Rate Loans subject to an interest rate Hedge Agreement as having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $100,000 in excess thereof. No more than [five (5)] LIBOR Loans for each having different Interest Period until the expiration of the term of such applicable Hedge AgreementPeriods may be outstanding at any time.

Appears in 2 contracts

Samples: Credit Agreement (Invesco Dynamic Credit Opportunities Fund), Credit Agreement (Invesco Senior Income Trust)

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Euro or Alternative Currencies), the a Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the such Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Euro or Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 The applicable Borrower shall have the option on right at any Business Day time upon prior irrevocable telephonic notice (which shall be confirmed promptly in writing or by telecopy) 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 Administrative Agent (i) no partial conversion before 10:00 a.m., New York City time, on the day of conversion, to convert any LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum or NIBOR Borrowing Amountdenominated in US Dollars into an ABR Borrowing, (ii) before 11:00 a.m., New York City time, three Business Days prior to conversion, to convert any ABR Loans may not be converted Borrowing into a LIBOR Loans if Borrowing or 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 conversionNIBOR Borrowing, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional before 11:00 a.m., New York City time, three Business Days (in the case of a Borrowing denominated in US Dollars), or four Business Days (in the case of a Borrowing denominated in a Committed Foreign Currency), prior to conversion, to convert the Interest Period if a Default with respect to any LIBOR Borrowing or Event of Default is in existence on the date of the proposed continuation NIBOR Borrowing to another permissible Interest Period 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 before 11:00 a.m., New York City time, three Business Days (in number as provided in Section 2.2 and (v) Euro Tranche Term Loans and Revolving Credit Loans the case of a Borrowing denominated in US Dollars), or four Business Days (in the case of a Borrowing denominated in a Committed Foreign Currency), prior to continuation, to continue any Alternative Currency may not LIBOR Borrowing or NIBOR Borrowing into a subsequent Interest Period, subject, in each case, to the following: (a) if fewer than all the Loans comprising any Borrowing are to be converted to ABR Loans. Each or continued, such conversion or continuation shall be effected by made pro rata among the Borrower by giving Lenders in accordance with the Administrative Agent at the Administrative Agent’s Office respective Loans of such Lenders that are part of such Borrowing immediately prior to 1:00 p.m. such conversion or continuation; (New York City timeb) 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 continuation of Conversion or Continuation”) specifying fewer than all the Loans to be so converted or continuedcomprising any Borrowing, the Type aggregate principal amount of Loans to be converted or continued into and, if such shall be an amount that would be a permitted Borrowing amount for Loans are to be of the same Type under Section 2.02(c); (c) accrued interest on a Loan (or portion thereof) being converted into or continued as LIBOR Loans, shall be paid by 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. (b) If any Default or Event of Default is in existence Borrower at the time of any proposed continuation of conversion or continuation; (d) if any LIBOR Loans denominated in Dollars and the Administrative Agent has Loan or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall be automatically NIBOR Loan is 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 (at a time other than Borrowings the end of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month.applicable thereto, the applicable Borrower shall pay any increased costs associated therewith pursuant to Section 2.17; and (ce) No no portion of a Loan may be converted into or continued as a LIBOR Loan or a NIBOR Loan with an Interest Period ending after the Revolving Maturity Date or the Term Maturity Date, as applicable; any portion of a LIBOR Loan or NIBOR Loan denominated in US Dollars for which the shortest available Interest Period would extend beyond such date shall be automatically converted at the end of the Interest Period at the time in effect into an ABR Loan, and any portion of a Loan denominated in a different currency. Committed Foreign Currency for which the shortest available Interest Period would extend beyond such date shall be prepaid at the end of the Interest Period currently in effect with respect thereto. The Interest Period applicable to any LIBOR Loan or NIBOR Loan resulting from a conversion or continuation of a Loan shall be specified by the applicable Borrower in the irrevocable notice of conversion or continuation delivered pursuant to this Section; provided, however, that if no such Interest Period shall be specified, the applicable Borrower shall be deemed to have selected an Interest Period of one month's duration, in the case of a LIBOR Loan or a NIBOR Loan. If the applicable Borrower shall not have given timely notice to continue any Loan into a subsequent Interest Period (and shall not otherwise have given timely notice to convert such Loan), such Loan shall, subject to clauses (c), (d), and (e) Notwithstanding anything to above, automatically be continued into a new Interest Period, which shall be of one month's duration in the contrary herein, case of a LIBOR Loan or a NIBOR Loan. The Administrative Agent shall promptly advise the Borrower may deliver a Notice Lenders of Conversion or Continuation any notice given pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount this Section and of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration Lender's portion of the term of such applicable Hedge Agreementcontinuation or conversion hereunder. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

Appears in 2 contracts

Samples: Credit Agreement (Millennium America Inc), Credit Agreement (Millennium Chemicals 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 (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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of LIBOR Loans with an Interest Period of one month unless a Default or Event of Default is then in existence in which case the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, in each case, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 Each Loan initially 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) be 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’ noticeand, in the case of a continuation of or conversion to LIBOR Loans (other than Eurodollar Borrowing, shall have an initial Interest Period as specified 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 “applicable 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 theretoBorrowing. 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Thereafter, the Borrower has failed may elect to elect a new Interest Period to be applicable thereto Convert or Continue any Borrowing as provided in clause (a)this paragraph. The Borrower may elect different options with respect to different portions of the 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 paragraph, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to the Administrative Agent at its Applicable Lending Office no later than (i) 11:00 a.m. (New York time) on the date (which shall be a Business Day) of the Borrower elects requested Conversion in the case of a Conversion of a Eurodollar Borrowing to irrevocably continue a Base Rate Loan or (ii) 11:00 a.m. (New York time) at least three (3) Business Days in advance of the outstanding 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 amount, Class and Type of any Initial Term Loans subject the Borrowing to an 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 Conversion to or a Continuation of a Eurodollar Borrowing, notify each Applicable Lender of the interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreementunder 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 Each Syndicated Borrowing initially shall be of the penultimate sentence Type specified in the applicable Borrowing Request and, in the case of this clause (a)a LIBOR Borrowing, (x) shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower shall have the option right at any time upon prior irrevocable telephonic notice (which shall be confirmed promptly in writing or by telecopy) to the Servicing Agent by the time that a Borrowing Request would be required under Section 2.04 if the Borrower ---- were requesting a Borrowing of the Type resulting from such election to be made on any Business Day the effective date of such election, to convert all such borrowing to a different Type of Borrowing, or in the case of 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 LIBOR Borrowing, to continue the outstanding principal amount of any such Borrowing as a LIBOR Loans as LIBOR Loans Borrowing for an additional Interest Period, provided subject in each case to the following: (a) if fewer than all the Loans comprising any Borrowing are to be converted or continued, such conversion or continuation shall be made pro rata among the Lenders in accordance with the respective Loans of such Lenders that are part of such Borrowing immediately prior to such conversion or continuation; (ib) no partial in the case of a conversion or continuation of LIBOR fewer than all the Loans shall reduce comprising any Borrowing, the outstanding aggregate principal amount of Loans converted or continued shall be an amount that would be a permitted Borrowing amount for Loans of the same Type under the fourth sentence of Section 2.02(a); ------- (c) accrued interest on a Loan (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (d) if any LIBOR Loans made Loan is converted at a time other than the end of an Interest Period applicable thereto, the Borrower shall pay any increased costs associated therewith pursuant to Section 2.17; ---- (e) the duration of any Interest Period shall comply with the limitations specified in the definition of Interest Period, and any portion of a single Borrowing to less than LIBOR Loan for which the Minimum Borrowing Amount, shortest available Interest Period would extend beyond such date shall be automatically converted at the end of the Interest Period at the time in effect into an ABR Loan; and (iif) ABR Loans may the Borrower shall not be converted into LIBOR entitled to elect to convert any Loans if a Default to, 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 continue any Loans for an additional Interest Period as, LIBOR Loans if a Default or Event shall exist when the Borrower delivers notice of Default is in existence on such election to the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not Servicing Agent. The Interest Period applicable to permit such continuation, (iv) Borrowings any LIBOR Loan resulting from conversions a conversion of a Loan shall be specified by the Borrower in the irrevocable notice of conversion delivered pursuant to this Section 2.6 Section; provided, however, that if no such Interest Period 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)specified, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with selected an Interest Period of one month. 's duration. If the Borrower shall not have given timely notice to continue any LIBOR Loan into a subsequent Interest Period (and shall not otherwise have given notice to convert such Loan), such Loan (unless repaid pursuant to the terms hereof) shall, subject to clauses (c), (e) No Loan and (f) above, automatically be continued into a new Interest Period of one month's duration. The Servicing Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section and of each such Lender's portion of the continuation or conversion hereunder. This Section shall not apply to Competitive Borrowings or Swingline Borrowings, which may not be converted into or continued as a Loan denominated in a different currencycontinued. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Equistar Chemicals Lp), Credit Agreement (Lyondell Chemical 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into as a Borrowing of ABR LoansLIBOR Loans with an Interest Period equal to the expired Interest Period, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Samson Resources Corp), Second Lien Term Loan Credit Agreement (Samson 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) 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)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 convert continue such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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), (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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.Section

Appears in 2 contracts

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

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Term Benchmark Loans denominated in Dollars and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Term Benchmark 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Term Benchmark Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Term Benchmark Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 to convert 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 the Loans made pursuant to one or Revolving Credit Loans denominated in Dollars more Borrowings of one Type or more Types of Loan 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 PeriodLoan, provided that (i) except as otherwise provided in Section -------- ---- 2.10(b), LIBOR Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable to the LIBOR Loans being converted and no such 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, (ii) ABR Base Rate Loans may not only be converted into LIBOR Loans if a no 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) Base Rate Loans may only be converted into LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if in a Default or Event minimum amount of Default is $1,000,000 and integral multiples of $100,000 in existence on the date of the proposed continuation excess thereof 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 no conversion pursuant to this Section 2.6 shall result in a greater number of Borrowings than is permitted under Section 2.1. (b) The Borrower shall have the option to continue all or a portion (which portion shall not be limited less than the minimum aggregate principal amount or integral multiple in number as provided excess thereof specified in Section 2.2 and 2.2) of the outstanding principal amount of LIBOR Loans made pursuant to one or more Borrowings as LIBOR Loans after the last day of the then current Interest Period, provided that no -------- ---- Default or Event of Default exists on the date of continuation. (vc) Euro Tranche Term Each such conversion shall be effected by the Borrower by giving the Agent at its Notice Office prior to 9:00 a.m. at least three Business Days' prior notice in the form of Exhibit C (each a "Notice of Conversion") signed by -------------------- an Authorized Representative specifying the Loans and Revolving Credit to be so converted and, if Base Rate Loans denominated in any Alternative Currency may not are to be converted into LIBOR Loans, the initial Interest Period to ABR Loansbe applicable thereto. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s its Notice Office prior to 1:00 p.m. (New York City time) 9:00 a.m. 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 ' prior notice in the case form of Exhibit D (each a conversion into ABR "Notice ------ of Continuation") signed by an Authorized Representative specifying the LIBOR --------------- Loans prior written notice (or telephonic notice promptly confirmed in writingportions) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, continued and 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 subsequent Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each applicable Lender Bank notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Wireless Facilities Inc), Credit Agreement (Wireless Facilities 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Revolving Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.; provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation. 715000788 12406500715000788 12406500

Appears in 2 contracts

Samples: Fifth Amendment and Waiver Agreement (Samson Resources Corp), Fifth Amendment and Waiver Agreement (Samson Resources Corp)

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation or rollover of any LIBOR Loans, EURIBOR Loans denominated in Dollars or Banker’s Acceptances and BA Equivalent Notes and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuationcontinuation or rollover, such LIBOR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans, such Banker’s Acceptances and BA Equivalent Notes shall be automatically rolled over on the last day of the current Interest Period into Prime Rate Loans and such EURIBOR Loans shall be automatically rolled over on the last day of the current Interest Period into European Base Rate Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Banker’s Acceptances and BA Equivalent Notes or EURIBOR Loans, a Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the such Borrower shall be deemed to have elected to convert continued such Borrowing of LIBOR Loans into Loan as a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, LIBOR Loan with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current an Interest Period each of one month or to have rolled over such Borrowing shall be automatically Banker’s Acceptances and BA Equivalent Notes as Banker’s Acceptances and BA Equivalent Notes with an Interest Period of one month or to have continued such EURIBOR Loan as a Borrowing of LIBOR Loans EURIBOR Loan with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)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 convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 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. (b) If any Payment Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Term SOFR Loans denominated in Dollars and the Administrative Agent has or the Required Revolving Lenders have determined determined, in its or their sole discretion discretion, not to permit such continuation, such LIBOR Term SOFR 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Term SOFR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans Term SOFR Loans, into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term B Loans or Term C Loans subject to an interest rate Hedge Hedging Agreement as LIBOR Term SOFR Loans for each Interest Period until the expiration of the term of such applicable Hedge Hedging Agreement.

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), (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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement; provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation.

Appears in 2 contracts

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

Conversions and Continuations. (a) Subject The Borrower may elect from time to time to convert Eurodollar Advances to ABR Advances by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election (confirmed by the delivery of a Notice of Conversion/Continuation), specifying the amount to 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' 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 the amount to be so converted and 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 last day of the Eurodollar Interest Period applicable to the penultimate sentence Eurodollar Advances which are to be continued as such new Eurodollar Advances. The Administrative Agent shall promptly provide the Lenders with a copy of each such Notice of Conversion/Continuation. ABR Advances and Eurodollar Advances may be converted or continued pursuant to this clause (a)Section in whole or in part, (x) the Borrower provided that conversions of ABR Advances to Eurodollar Advances, or continuations of Eurodollar Advances, 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 be in an aggregate principal amount of Term Loans $5,000,000 or Revolving Credit Loans denominated an integral multiple of $1,000,000 in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) excess thereof. If the Borrower shall have fails to deliver a notice of conversion or continuation in accordance with this Section with respect to any Advance prior to the option last day of the Interest Period applicable thereto, then, unless such Advance is repaid as provided herein, on any Business Day to continue the outstanding principal amount last day of any LIBOR Loans as LIBOR Loans for an additional such Interest Period, provided that such Advance shall be converted to, or continued as, an ABR Advance. (ib) Notwithstanding anything in this Section to the contrary, no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant ABR Advance may be converted to a single Borrowing to less than the Minimum Borrowing AmountEurodollar Advance, (ii) ABR Loans and no Eurodollar Advance may not be converted into LIBOR Loans continued, if a Default or Event of Default has occurred and is continuing either (i) at the time the Borrower shall notify the Administrative Agent of its election to convert or continue or (ii) on the requested Conversion/Continuation Date. In such event, such ABR Advance shall be automatically continued as an ABR Advance, or such Eurodollar Advance shall be automatically converted to an ABR Advance on the last day of the Eurodollar Interest Period applicable to such Eurodollar Advance. If an Event of Default shall have occurred and be continuing, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or otherwise) that all, or such lesser amount as the Required Lenders shall designate, of the outstanding Eurodollar Advances shall be automatically converted to ABR Advances, in existence which event such Eurodollar Advances shall be automatically converted to ABR Advances on the date such notice is given. (c) No Interest Period selected in respect of the conversion and or continuation of any Eurodollar Advance shall end after the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, Maturity Date. (iiid) 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 each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that such conversion shall not constitute a borrowing for purposes of Sections 4, 5 or 6). (e) Without in any way limiting the obligation of the Borrower by giving to confirm in writing any telephonic notice of borrowing given to the Administrative Agent, the Administrative Agent at may act without liability upon the basis of telephonic notice of such borrowing believed by the Administrative Agent in good faith to be from an authorized officer of the Borrower prior to receipt of written confirmation. In each such case, the Administrative Agent’s Office prior 's records with regard 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 any such telephone 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) (eachpresumptively correct, 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 Loansabsent manifest error. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Cleco Utility Group Inc), Revolving Credit Agreement (Cleco Utility 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) 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

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

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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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.[Reserved]

Appears in 2 contracts

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

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Any 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 of its Base Rate Loans into LIBOR Loans, or Revolving Credit to convert any of its 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 of its LIBOR Loans as LIBOR Loans the Interest Periods for which end on the same day for an additional Interest Period; provided that, provided that in each case, (iu) a Borrowing denominated in one Currency may not be continued as, or converted into, a Borrowing denominated in a different Currency; (v) a Borrowing of LIBOR Loans denominated in a Foreign Currency may not be converted into a Borrowing of a different Type; (w) (1) any conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal amount of not less than $1,000,000 and, if greater, an integral multiple of $500,000 in excess thereof, (2) any conversion of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $1,000,000 and, if greater, an integral multiple of $500,000 in excess thereof; and (3) no partial conversion of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single such Borrowing 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; (x) except as otherwise provided in Section 2.16(f), (ii) ABR LIBOR Loans may not be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall pay, upon such conversion, all amounts required under Section 2.18 to be paid as a consequence thereof); (y) no conversion or continuation shall be permitted with regard to Swingline Loans; and (z) no conversion of Base Rate Loans into LIBOR Loans if or continuation of LIBOR Loans shall be permitted during the continuance of 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 Default. (b) A Borrower shall make each 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 election by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City written notice not later than 12:00 p.m., Charlotte time) at least , (i) three Business Days’ notice, in Days prior to the case intended effective date of a any conversion of Base Rate Loans into LIBOR Loans or continuation of or conversion to LIBOR Loans (other than denominated in the case of a notice delivered on the Original Closing Date pursuant to clause (d)Dollars, which shall be deemed to be effective on the Original Closing Date) or (ii) one four Business Day’s Days prior to the intended effective date of any continuation of LIBOR Loans denominated in a Foreign Currency, or (iii) two Business Days prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such 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 shall be irrevocable, shall be given in the Loans to form of Exhibit B-3 and shall specify (x) the date of such conversion or continuation (which shall be so converted a Business Day), (y) in the case of a conversion into, or continueda continuation of, 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, and (z) the aggregate amount, Currency and Type of the Loans being converted or continued. The Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent shall give promptly notify each applicable Lender notice as promptly as practicable of any such the proposed conversion or continuation affecting continuation. If any Borrower shall fail to deliver a timely Notice of Conversion/Continuation as provided herein (1) with respect to any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any outstanding LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuationDollars, then such LIBOR Loans shall automatically be automatically converted on the last day of the current Interest Period into ABR Loans. If to Base Rate Loans upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each applicable thereto (unless repaid pursuant to the terms hereof) or (2) with respect to any of its outstanding LIBOR Loans denominated in a Foreign Currency, then such Borrowing LIBOR Loans shall be automatically continued as a Borrowing of LIBOR Loans denominated in such Foreign Currency with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until month upon the expiration of the term then current Interest Period applicable thereto. If a Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then such applicable Hedge AgreementBorrower shall be deemed to have selected an Interest Period with a duration of one month.

Appears in 2 contracts

Samples: Credit Agreement (Crawford & Co), Credit Agreement (Crawford & Co)

Conversions and Continuations. (ai) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option Borrowers may on any Business Day Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of 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 Loan of one Type into a Borrowing or Borrowings Loan of another Type and (y) Type; provided, however, during the Borrower shall have the option on period that 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 exists, Agent may (and shall at the direction of the Required Lenders) declare that no Loan may be made or continued as or converted into a LIBOR Loan. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the date last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Loans must be allocated among Lenders on a Pro Rata basis, and the Administrative Agent has Interest Period for Loans converted into 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 coterminous for each Lender. (ii) one Whenever Borrowers desire to convert or continue Loans under Section 3.1.2(i), Borrower Representative shall give Agent notice thereof in form satisfactory to Agent (a “Notice of Conversion/Continuation”), at least 1 Business Day’s notice Day before the requested conversion date, in the case of a conversion into ABR Loans prior written notice (Base Rate Loans, and at least 3 Business Days before the requested conversion or telephonic notice promptly confirmed continuation date, in writing) (each, the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion Conversion/Continuation, Agent shall notify each Lender of the proposed conversion or Continuation”) specifying continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be so converted or continued, the Type date of Loans to such conversion or continuation (which shall be converted or continued into and, if such a Business Day) and whether the Loans are to be being converted into or continued as LIBOR LoansLoans (and, if so, the duration of the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable thereto and, in the absence of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 specification by Borrowers of the current Interest Period, an Interest Period into ABR of one month will be deemed to be specified) or Base Rate Loans. If If, upon the expiration of any Interest Period in respect of any LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has Borrowers shall have failed to elect a new Interest Period to be applicable thereto as provided in clause (a)deliver the Notice of Conversion/Continuation, the Borrower Borrowers shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR to Base Rate Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Enpro Industries, Inc), Loan and Security Agreement (Enpro Industries, 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Eurodollar Loans denominated for an Interest Period in Dollars excess of one month and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, such LIBOR Eurodollar Loans shall be automatically converted continued on the last day of the current Interest Period into ABR LoansEurodollar Loans with an Interest Period of one month. If If, upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Eurodollar Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (aSection 2.11(a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Eurodollar Loans into a Borrowing of ABR Loans, Loans effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

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

Conversions and Continuations. (a) Subject to Each Revolving Borrowing initially shall be of the penultimate sentence Type specified in the applicable Borrowing Request and, in the case of this clause (a)a LIBOR Borrowing, (x) shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Borrowers shall have the option right at any time upon prior irrevocable telephonic notice (which shall be confirmed promptly in writing or by telecopy) to the Administrative Agent by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from such election to be made on any Business Day the effective date of such election, to convert all such borrowing to a different Type of Borrowing, or in the case of 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 LIBOR Borrowing, to continue the outstanding principal amount of any such Borrowing as a LIBOR Loans as LIBOR Loans Borrowing for an additional Interest Period, provided subject in each case to the following: (a) if fewer than all the Loans comprising any Borrowing are to be converted or continued, such conversion or continuation shall be made pro rata among the Lenders in accordance with the respective Loans of such Lenders that are part of such Borrowing immediately prior to such conversion or continuation; (ib) no partial in the case of a conversion or continuation of LIBOR fewer than all the Loans shall reduce comprising any Borrowing, the outstanding aggregate principal amount of Loans converted or continued shall be an amount that would be a permitted Borrowing amount for Loans of the same Type under the last sentence of Section 2.02(a); (c) accrued interest on a LIBOR Loans made Loan (or portion thereof) being converted or continued shall be paid by the Borrowers at the time of conversion or continuation; (d) if any LIBOR Loan is converted at a time other than the end of an Interest Period applicable thereto, the Borrowers shall pay any increased costs associated therewith pursuant to Section 2.16; (e) the duration of any Interest Period shall comply with the limitations specified in the definition of Interest Period, and any portion of a single Borrowing LIBOR Loan for which the shortest available Interest Period would extend beyond such date shall be automatically converted at the end of the Interest Period at the time in effect into an ABR Loan, and, if applicable, the number of outstanding Interest Periods (after giving effect to less than any such conversion or continuation), shall comply with the Minimum Borrowing Amount, limitations specified in the definition of Interest Period; and (iif) ABR Loans may the Borrowers shall not be converted into LIBOR entitled to elect to convert any Loans if a Default to, 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 continue any Loans for an additional Interest Period as, LIBOR Loans if a Default or Event shall exist when the Borrowers deliver notice of Default is in existence on the date of the proposed continuation and such election to the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not Agent. The Interest Period applicable to permit such continuation, (iv) Borrowings any LIBOR Loan resulting from conversions a conversion of a Loan shall be specified by the Borrowers in the irrevocable notice of conversion delivered pursuant to this Section 2.6 Section; provided, however, that if no such Interest Period 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 continuedspecified, 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower Borrowers shall be deemed to have elected selected an Interest Period of one month’s duration. If the Borrowers shall not have given timely notice to continue any LIBOR Loan into a subsequent Interest Period (and shall not otherwise have given notice to convert such Borrowing of LIBOR Loans into a Borrowing of ABR LoansLoan), effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect Loan (unless repaid pursuant to the Borrowings of LIBOR Loans denominated in Alternative Currenciesterms hereof) shall, in connection with the occurrence of any of the events described in the preceding two sentencessubject to Section 4.01, at the expiration of the then current Interest Period each such Borrowing shall automatically be automatically continued as a Borrowing of LIBOR Loans Loan with an Interest Period of one month. (c) No Loan ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section and of each such Lender’s portion of the continuation or conversion hereunder. This Section shall not apply to Swingline Borrowings, which may not be converted into or continued as a Loan denominated in a different currencycontinued. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Lyondell Chemical Co), Credit Agreement (Equistar Chemicals Lp)

Conversions and Continuations. (a) Subject In order to the penultimate sentence of elect to Convert or Continue Term Advances under this clause (a)Section, (x) the Borrower shall have the option on any Business Day deliver an irrevocable 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 no later than (i) 12:00 p.m. (New York City time) at least [__________]* in advance of such requested Conversion date in the case of a Conversion of a Eurodollar Advance to an Adjusted Base Rate Advance (ior vice versa), or (ii) three 12:00 p.m. (New York time) at least [__________]* in advance of such requested Conversion date in the case of a Conversion into or Continuation of Eurodollar Advances to other Eurodollar Advances. Each such Notice of Conversion or Continuation shall be in writing or by telex, telecopier or telephone, confirmed promptly in writing specifying (A) the requested Conversion or Continuation date (which shall be a Business Days’ noticeDay), (B) the amount, Type and Class of the Advances to be Converted or Continued, (C) whether a Conversion or Continuation is requested, and if a Conversion, into what Type of Advances of the same Class, and (D) in the case of a Conversion to, or a Continuation of, Eurodollar Advances, the requested Interest Period(s). Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall thereafter promptly provide each Lender with a copy thereof and, in the case of a continuation Conversion to or 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)Eurodollar Advances, 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 notify each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 Loansinterest rate under Section 2.5(a)(ii) after its determination. If upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to not have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver given a Notice of Conversion or Continuation to the Administrative Agent pursuant to which and in accordance with this Section 2.2, then the Borrower elects to irrevocably continue Type and Class of the outstanding principal amount Advances shall automatically be Continued and, in the case of any Initial Term Loans subject to Eurodollar Advances, shall be for an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term same duration as the Interest Period then ending; provided that such Interest Period is otherwise permitted under this Agreement (and if such Interest Period is not so permitted then such Advance shall be Converted into an Adjusted Base Rate Advance). Notwithstanding anything in this Agreement to the contrary, Conversions of Eurodollar Advances may only be made effective at the end of the applicable Interest Period for such applicable Hedge AgreementAdvances; provided, however, that Conversions of Adjusted Base Rate Advances may be made at any time upon the requisite advance notice. The portion of Advances comprising part of the same Borrowing that are Converted to Advances of another Type in the same Class of Advances shall constitute a new Borrowing of the same Class.

Appears in 2 contracts

Samples: Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Eurodollar Loans denominated for an Interest Period in Dollars excess of one month and the Administrative Agent has has, or the Required Lenders have in respect of the Credit Facility that is subject of such continuation have, determined in its or their sole discretion not to permit such continuation, such LIBOR Eurodollar Loans shall be automatically converted continued on the last day of the current Interest Period into ABR LoansEurodollar Loans with an Interest Period of one month. If If, upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Eurodollar Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (aSection 2.06(a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Eurodollar Loans into a Borrowing of ABR Loans, Loans effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Teligent, Inc.), Security Agreement (Teligent, 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 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. (b) If any Payment Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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), (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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of LIBOR Loans with an Interest Period of one month unless a Default or Event of Default is then in existence in which case the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, in each case, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans Loan subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement; provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation.

Appears in 2 contracts

Samples: Credit Agreement (Athlon Energy Inc.), Credit Agreement (Athlon Energy 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause paragraph (a)) above, the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 Each Revolving Borrowing initially shall be of the penultimate sentence Type specified in the applicable Borrowing Request and, in the case of this clause (a)a LIBOR Revolving Borrowing or a NIBOR Borrowing, (x) shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower shall have the option on right at any Business Day time upon prior irrevocable telephonic notice (which shall be confirmed promptly in writing or by telecopy) to convert all or the Servicing Agent by the time that a portion equal to at least $5,000,000 (or Borrowing Request would be required under Section 2.04 if the Dollar Equivalent thereof) Borrower were requesting a Revolving Borrowing of the outstanding principal amount Type resulting from such election to be made on the effective date of Term such election, subject in each case to the following: (a) if fewer than all the Loans or Revolving Credit Loans denominated in Dollars of one Type into a comprising any Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day are 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 conversioncontinued, (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 made pro rata among the Borrower by giving Lenders in accordance with the Administrative Agent at the Administrative Agent’s Office respective Loans of such Lenders that are part of such Borrowing immediately prior to 1:00 p.m. such conversion or continuation; (New York City timeb) 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 continuation of Conversion or Continuation”) specifying fewer than all the Loans to be so converted or continuedcomprising any Borrowing, the Type aggregate principal amount of Loans to be converted or continued into and, if such shall be an amount that would be a permitted Borrowing amount for Loans are to be of the same Type under the third sentence of Section 2.02(a); (c) accrued interest on a Loan (or portion thereof) being converted into or continued as LIBOR Loans, shall be paid by 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. (b) If any Default or Event of Default is in existence Borrower at the time of any proposed continuation of conversion or continuation; (d) if any LIBOR Loans denominated in Dollars and Revolving Loan or NIBOR Loan is converted at a time other than 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 end of the current an Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)thereto, the Borrower shall be deemed pay any increased costs associated therewith pursuant to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month.Section 2.16; and (ce) No no portion of a Loan may be converted into or continued as a LIBOR Revolving Loan denominated or a NIBOR Loan with an Interest Period ending after the Maturity Date and any portion of a LIBOR Revolving Loan or NIBOR Loan for which the shortest available Interest Period would extend beyond such date shall be automatically converted at the end of the Interest Period at the time in effect into an ABR Loan. The Interest Period applicable to any LIBOR Revolving Loan or NIBOR Loan resulting from a different currency. (d) Notwithstanding anything conversion of a Loan shall be specified by the Borrower in the irrevocable notice of conversion delivered pursuant to the contrary hereinthis Section; provided, however, that if no such Interest Period shall be specified, the Borrower may deliver shall be deemed to have selected an Interest Period of one month's duration, in the case of a Notice LIBOR Loan, or one week's duration, in the case of Conversion a NIBOR Loan. If the Borrower shall not have given timely notice to continue any Loan (other than a Competitive Loan or Continuation a Swingline Loan) into a subsequent Interest Period (and shall not otherwise have given notice to convert such Loan), such Loan (unless repaid pursuant to the terms hereof) shall, subject to clauses (c) and (e) above, automatically be continued into a new Interest Period, which shall be of one month's duration, in the Borrower elects to irrevocably continue case of a LIBOR Loan, or one week's duration, in the outstanding principal amount case of a NIBOR Loan. The Servicing Agent shall promptly advise the Lenders of any Initial Term Loans subject notice given pursuant to an interest rate Hedge Agreement as LIBOR Loans for this Section and of each Interest Period until the expiration Lender's portion of the term of such applicable Hedge Agreementcontinuation or conversion hereunder. This Section shall not apply to Competitive Borrowings or Swingline Borrowings, which may not be converted or continued.

Appears in 2 contracts

Samples: Credit Agreement (Equistar Funding Corp), Credit Agreement (Lyondell Chemical Co)

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans (other than Loans denominated in Dollars Alternative Currencies) 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the applicable Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) of this Section 2.6, the such Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

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

Conversions and Continuations. (a) Subject The Borrower may elect from time to time to convert Eurodollar Advances to ABR Advances by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election (confirmed by the delivery of a Notice of Conversion/Continuation), specifying the amount to be so converted. In addition, the Borrower may elect from time to time to (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent irrevocable notice no later than 2:00 P.M. at least three Business Days prior to 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 the amount to be so converted and the initial 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 last day of the Interest Period applicable to the penultimate sentence Eurodollar Advances that are to be continued as such new Eurodollar Advances. The Administrative Agent shall promptly provide the Lenders with a copy of each such Notice of Conversion/Continuation. Advances may be converted or continued pursuant to this clause (a)Section in whole or in part, (x) the Borrower provided that conversions of ABR Advances to Eurodollar Advances, or continuations of Eurodollar Advances, 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 be in an aggregate principal amount of Term Loans $5,000,000 or Revolving Credit Loans denominated such amount plus a whole multiple of $500,000 in Dollars of one Type into excess thereof. (b) Notwithstanding anything in this Section to the contrary, no ABR Advance may be converted to a Borrowing or Borrowings of another Type Eurodollar Advance and (y) no Eurodollar Advance may be continued if the Borrower shall have or 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 Administrative Agent has knowledge 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 has occurred and is in existence on continuing either (i) at the date of time the conversion and Borrower shall notify the Administrative Agent has of its election to convert or continue or (ii) on the Required Lenders have determined in its or their sole discretion not to permit requested Conversion/Continuation Date. In such conversionevent, (iiiA) LIBOR Loans may not each ABR Advance shall be automatically continued as LIBOR Loans for an additional ABR Advance and (B) each Eurodollar Advance shall be automatically converted to an ABR Advance on the last day of the Interest Period if applicable to such Eurodollar Advance. (c) No Interest Period selected in respect of conversion or continuation of any Eurodollar Advance shall end after the Maturity Date. Notwithstanding anything herein to the contrary, the Borrower shall select Interest Periods such that, on each date that a Default principal payment is scheduled to be made pursuant to Section 2.4(b), the outstanding principal balance of all ABR Advances, when added to the aggregate principal amount of each Eurodollar Advance, the applicable Interest Period of which shall end on such date, shall equal or Event of Default is in existence on exceed the date aggregate principal amount of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not Term Loans required to permit be paid on such continuation, (iv) Borrowings resulting from conversions date pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and 2.4(b). (vd) 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 each Lender by applying 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’ noticeproceeds of its new ABR Advance or Eurodollar Advance, in as the case of a continuation of or conversion may be, 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 its Advances (or telephonic notice promptly confirmed in writingportion thereof) being converted (each, it being understood that such conversion shall not constitute a “Notice borrowing for purposes of Conversion Sections 4 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 Loans6). (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (de) Notwithstanding anything to the contrary hereincontained in any Loan Document, if the Borrower may deliver shall fail, for any reason, to convert or continue a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until Eurodollar Advance under this Section 2.5 in connection with the expiration of an Interest Period with respect to any existing Eurodollar Advance, then such Eurodollar Advance shall be converted to an ABR Advance until such time, if any, as the term of such applicable Hedge AgreementBorrower shall elect a new Eurodollar Advance pursuant to this Section 2.5.

Appears in 2 contracts

Samples: Term Loan Agreement (Total Renal Care Holdings Inc), Term Loan Agreement (Total Renal Care 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

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

Conversions and Continuations. (a) Subject to the penultimate sentence of this clause (a), (x) the Borrower The Company 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 Loans, as LIBOR Loans the case may be, 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, conversion and (iiiii) LIBOR Loans denominated in US Dollars 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 Company by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) 10:00 a.m. 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 Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans or 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the a Borrower has failed to elect specify a new Interest Period to be applicable thereto as provided in clause paragraph (a)) above, the such Borrower shall be deemed to have elected to convert such Borrowing specified an Interest Period of LIBOR Loans into a Borrowing of ABR Loansone month, effective as of the expiration date of such current Interest Period. Notwithstanding If a Borrower requests the foregoingconversion to, with respect or continuation of, a LIBOR Loan, but fails to the Borrowings of LIBOR Loans denominated in Alternative Currenciesspecify an Interest Period, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall it will be automatically continued as a Borrowing of LIBOR Loans with deemed to have specified an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Secured Term Credit Agreement (NXP Semiconductors N.V.), Secured Term Credit Agreement (NXP Semiconductors N.V.)

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) of this Section 2.6, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR LoansLIBOR Loans with an interest period of one month, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Eurodollar Loans denominated in Dollars and the Administrative Agent has has, or the Required Lenders have have, determined in its or their sole discretion not to permit such continuation, such LIBOR Eurodollar 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

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

Conversions and Continuations. (ai) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option Borrowers may on any Business Day Day, subject to the giving of a proper Conversion/Continuation Notice as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of 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 Loan of one Type (other than a Swingline Loan) into a Borrowing or Borrowings Loan of another Type and (y) Type; provided, however, during the Borrower shall have the option on period that 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 exists, Agent may (and shall at the direction of the Requisite Lenders) declare that no Loan may be made or continued as or converted into a LIBOR Loan. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the date last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Loans must be allocated among Lenders on a Pro Rata basis, and the Administrative Agent has Interest Period for Loans converted into 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 coterminous for each Lender. (ii) Whenever Borrowers desire to convert or continue Loans under Section 2.5(b), Borrower Agent shall give Agent a Conversion/Continuation Notice, signed by an authorized officer of Borrower Agent, at least one (1) Business Day’s notice Day before the requested conversion date, in the case of a conversion into ABR Loans prior written notice Base Rate Loans, and at least three (3) Business Days before the requested conversion or telephonic notice promptly confirmed continuation date, in writing) (eachthe case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Conversion/Continuation Notice, a “Agent shall notify each Lender in writing of the proposed conversion or continuation. Each such Conversion/Continuation Notice shall be irrevocable and shall specify the aggregate principal amount of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type date of Loans to such conversion or continuation (which shall be converted or continued into and, if such a Business Day) and whether the Loans are to be being converted into or continued as LIBOR LoansLoans (and, if so, the duration of the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable thereto and, in the absence of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 specification by Borrowers of the current Interest Period, an Interest Period into ABR of one month will be deemed to be specified) or Base Rate Loans. If If, upon the expiration of any Interest Period in respect of any LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has Borrowers shall have failed to elect a new Interest Period to be applicable thereto as provided in clause (a)deliver the Conversion/Continuation Notice, the Borrower Borrowers shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR to Base Rate Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.), Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation or rollover of any LIBOR Loans, EURIBOR Loans denominated in Dollars or Banker’s Acceptances and BA Equivalent Notes and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuationcontinuation or rollover, such LIBOR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans, such Banker’s Acceptances and BA Equivalent Notes shall be automatically rolled over on the last day of the current Interest Period into Prime Rate Loans and such EURIBOR Loans shall be automatically rolled over on the last day of the current Interest Period into European Base Rate Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Banker’s Acceptances and BA Equivalent Notes or EURIBOR Loans, a Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the such Borrower shall be deemed to have elected to convert continued such Borrowing of LIBOR Loans into Loan as a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, LIBOR Loan with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current an Interest Period each of one month or to have rolled over such Borrowing shall be automatically Banker’s Acceptances and BA Equivalent Notes as Banker’s Acceptances and BA Equivalent Notes with an Interest Period of one month or to have continued such EURIBOR Loan as a Borrowing of LIBOR Loans EURIBOR Loan with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings 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 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 LoansReference Rate Advances. Each such notice shall specify (a) the amount to be continued or converted, (b) the date for the continuation or conversion or continuation shall (which must 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 the last day of the preceding Interest Period for any continuation or conversion of LIBOR Advances, and (ii) a LIBOR Business Days’ notice, Day in the case of a continuation of continuations as or conversion conversions to LIBOR Loans (other than Advances and a Business Day in the case of a notice delivered on the Original Closing Date pursuant conversions to clause (dReference Rate Advances), which shall be deemed to be effective on the Original Closing Dateand (c) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (conversions to 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 continuations as LIBOR LoansAdvances, the Interest Period to be initially applicable thereto. The Administrative Any notice given by the Borrower under this Section shall be irrevocable. If the Borrower shall fail to notify the Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and Advances within the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuationtime required by this Section, such LIBOR Loans shall be automatically converted Advances shall, 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)applicable thereto, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration Reference Rate Advances of the term same principal amount. All conversions and continuation of such applicable Hedge AgreementAdvances must be made uniformly and ratably among the Banks.

Appears in 2 contracts

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

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 or conversion 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 LIBOR Loans (other than in of another Type shall constitute a new Borrowing. If the case of Borrower fails to deliver 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 “timely Notice of Continuation or Conversion or Continuation”) specifying with respect to a Eurodollar Borrowing prior to the Loans to be so converted or continued, the Type end 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, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. The Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent shall give each applicable Lender notice Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or an Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 continuing (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such i) no outstanding Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into to or continued as a Loan denominated in a different currency. Eurodollar Borrowing and (dii) Notwithstanding anything to the contrary hereinunless repaid, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject each Eurodollar Borrowing shall be converted to an interest rate Hedge Agreement as LIBOR Loans for each ABR Borrowing at the end of the Interest Period until the expiration of the term of such applicable Hedge Agreementthereto.

Appears in 2 contracts

Samples: Senior Secured Debtor in Possession Term Loan Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.)

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 the Administrative to Prime Rate Advances. The Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversionshall promptly, (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 receipt thereof, give the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit Banks notice of any 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 Loansrequest. Each such notice shall specify (a) the amount to be continued or converted, (b) the date for the continuation or conversion or continuation shall (which must 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 the last day of the preceding Interest Period for any continuation or conversion of LIBOR Advances, and (ii) a LIBOR Business Days’ notice, Day in the case of a continuation of continuations as or conversion conversions to LIBOR Loans (other than Advances and a Business Day in the case of a notice delivered on the Original Closing Date pursuant conversions to clause (dPrime Rate Advances), which shall be deemed to be effective on the Original Closing Dateand (c) or (ii) one Business Day’s notice in the case of a conversion into ABR Loans prior written notice (conversions to 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 continuations as LIBOR LoansAdvances, the Interest Period to be initially applicable thereto. The Administrative Any notice given by the Borrowers’ Agent under this Section shall be irrevocable. If the Borrowers’ Agent shall give each applicable Lender notice as promptly as practicable fail to notify the Agent of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and Advances within the Administrative Agent has or time required by this Section, at the Required Lenders have determined in its or their sole discretion not to permit such continuationoption of the Agent, such LIBOR Loans shall be automatically converted Advances shall, on the last day of the current Interest Period into ABR Loans. If upon applicable thereto, (A) automatically be continued as LIBOR Advances with the expiration of any same principal amount and the same Interest Period in respect of LIBOR Loans or (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be B) automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as 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 Loan denominated in two-month LIBOR Advance of one Bank to a different currency. (d) Notwithstanding anything to the contrary hereinthree-month LIBOR Advance, the Borrower may deliver a Notice Borrowers must simultaneously continue all two-month LIBOR Advances of Conversion or Continuation pursuant to which all Banks having Interest Periods ending on the Borrower elects to irrevocably continue the outstanding principal amount date of any Initial Term Loans subject to an interest rate Hedge Agreement continuation as three-month LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge AgreementAdvances).

Appears in 2 contracts

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

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month’s duration. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge AgreementPeriod.

Appears in 2 contracts

Samples: Credit Agreement (California Resources Corp), Credit Agreement (California 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert continue such Borrowing of LIBOR Loans into a Borrowing as LIBOR Loans with an Interest Period of ABR Loansone month, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

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

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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 2 contracts

Samples: Term Loan Credit 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 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. (b) If any Payment Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans or Term C Loans subject to an interest rate Hedge Hedging Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Hedging Agreement. (d) Notwithstanding anything to the contrary contained in the definition of “Interest Period” or elsewhere in this Agreement or any other Credit Document (including the Tenth Amendment), (i) each Borrowing of 2018 Incremental Term Loans on the Tenth Amendment Effective Date and maintained as LIBOR Loans (each, an “Original 2018 Incremental Term Loan Borrowing”) shall, upon the incurrence of the 2019 Incremental Term Loans on the Tenth Amendment Effective Date, continue to remain outstanding, (ii) the 2019 Incremental Term Loans shall be initially incurred pursuant to a Borrowing of LIBOR Loans which shall be added to (and thereafter deemed to constitute a part of) each then outstanding Original 2018 Incremental Term Loan Borrowing on a pro rata basis (based on the relative sizes of the various Original 2018 Incremental Term Loan Borrowings outstanding on the Tenth Amendment Effective Date), with such new Borrowing subject to (x) an Interest Period which commences on the Tenth Amendment Effective Date and ends on the last day of the Interest Period applicable to each Original 2018 Incremental Term Loan Borrowing to which it is so added and (y) the same LIBOR Rate applicable to the Original 2018 Incremental Term Loan Borrowing to which it is so added and (iii) in connection with the foregoing, the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Term Loan Lenders with 2018 Incremental Term Loans participate in each Borrowing of 2018 Incremental Term Loans (after giving effect to the incurrence of the 2019 Incremental Term Loans pursuant to the Tenth Amendment and the 2019 Incremental Term Loan Conversion described therein) on a pro rata basis (based upon the then-outstanding principal amount of all 2018 Incremental Term Loans held by the Term Loan Lenders with 2018 Incremental Term Loans at such time).

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) 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 EurocurrencySOFR Loans as LIBOR EurocurrencySOFR Loans for an additional Interest Period, ; provided that (i) no partial conversion of LIBOR EurocurrencySOFR Loans shall reduce the outstanding principal amount of LIBOR EurocurrencySOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR EurocurrencySOFR 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 EurocurrencySOFR Loans may not be continued as LIBOR EurocurrencySOFR 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 EurocurrencySOFR 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 EurocurrencySOFR 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 EurocurrencySOFR 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR EurocurrencySOFR Loans denominated in Dollars and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR EurocurrencySOFR 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)EurocurrencySOFR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR EurocurrencySOFR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 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, 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”) 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 1 contract

Samples: Credit Agreement (Del Monte Foods Co)

Conversions and Continuations. (ai) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option Borrowers may on any Business Day Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of 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 Loan of one Type into a Borrowing or Borrowings Loan of another Type and (y) the Borrower shall have the option on any Business Day to continue the Type; provided, however, that no outstanding principal amount of any LIBOR Loans may be converted into or continued 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 at any time any Default or Event of Default is in existence exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the date last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans, shall be allocated among Lenders on a Pro Rata basis, and the Administrative Agent has Interest Period for Loans converted into 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 coterminous for each Lender. (ii) one Business Day’s notice in the case of a conversion into ABR Whenever Borrowers desire to convert or continue Loans prior under Section 2.1.2(i), Tropical shall give Agent written notice (or telephonic notice promptly confirmed in writing) (eachsubstantially in the form of Exhibit C, signed by an authorized officer of Tropical, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or Continuation”) specifying continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be so converted or continued, the Type date of Loans to such conversion or continuation (which shall be converted or continued into and, if such a Business Day) and whether the Loans are to be being converted into or continued as LIBOR LoansLoans (and, if so, the duration of the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable thereto and, in the absence of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 specification by Borrowers of the current Interest Period, an Interest Period into ABR of one month will be deemed to be specified) or Base Rate Loans. If If, upon the expiration of any Interest Period in respect of any LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has Borrowers shall have failed to elect a new Interest Period to be applicable thereto as provided in clause (a)deliver the Notice of Conversion/Continuation, the Borrower Borrowers shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR to Base Rate Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Tropical Sportswear International Corp)

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 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 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)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 convert continue such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 1 contract

Samples: 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 $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 10-Q 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars and the Administrative Agent has or the Required Majority 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Conversions and Continuations. (ai) Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option Borrowers may on any Business Day Day, subject to the giving of a proper Notice of Conversion/Continuation as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of 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 Loan of one Type into a Borrowing or Borrowings Loan of another Type and (y) the Borrower shall have the option on any Business Day to continue the Type; provided, however, that no outstanding principal amount of any LIBOR Loans may be converted into or continued 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 at any time any Default or Event of Default is in existence exists. Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the date last day of the Interest Period for such LIBOR Loan. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolver Loans, shall be allocated among Lenders on a Pro Rata basis, and the Administrative Agent has Interest Period for Loans converted into 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 coterminous for each Lender. (ii) one Business Day’s notice in the case of a conversion into ABR Whenever Borrowers desire to convert or continue Loans prior under SECTION 2.1.2(i), Tropical shall give Agent written notice (or telephonic notice promptly confirmed in writing) (eachsubstantially in the form of EXHIBIT C, signed by an authorized officer of Tropical, at least 1 Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least 2 Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans. Promptly after receipt of a Notice of Conversion Conversion/Continuation, Agent shall notify each Lender in writing of the proposed conversion or Continuation”) specifying continuation. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Loans to be so converted or continued, the Type date of Loans to such conversion or continuation (which shall be converted or continued into and, if such a Business Day) and whether the Loans are to be being converted into or continued as LIBOR LoansLoans (and, if so, the duration of the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable thereto and, in the absence of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 specification by Borrowers of the current Interest Period, an Interest Period into ABR of one month will be deemed to be specified) or Base Rate Loans. If If, upon the expiration of any Interest Period in respect of any LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has Borrowers shall have failed to elect a new Interest Period to be applicable thereto as provided in clause (a)deliver the Notice of Conversion/Continuation, the Borrower Borrowers shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR to Base Rate Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Tropical Sportswear International 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 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 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 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. (b) If any Payment Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a)) above, the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Hedging Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Hedging Agreement.

Appears in 1 contract

Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (Energy Future Holdings Corp /TX/)

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 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)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 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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 1 contract

Samples: Credit Agreement (GoDaddy 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 D 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) 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies), the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.determined

Appears in 1 contract

Samples: Credit Agreement (Sealy Mattress CORP)

Conversions and Continuations. (a) Subject The Loans advanced hereunder on the Closing Date shall be automatically converted from CR Loans to LIBOR Loans 3 Business Days thereafter. Upon the penultimate sentence occurrence and during the continuance of this clause a LIBOR Unavailability Event of the type described in clauses (i) and (iii) of Section 2.10 (a), outstanding LIBOR Loans shall be converted into CR Loans as provided in such Section 2.10 (xa). Upon the occurrence and during the continuance of a LIBOR Unavailability Event of the type described in clause (ii) of Section 2.10(a), the US Borrower or the Canadian Borrower, as the case may be, shall have the option of converting any LIBOR Loan adversely affected as a result of such LIBOR Unavailability Event into a CR Loan on any Business Day to convert all or a portion equal to at least $5,000,000 (or the Dollar Equivalent thereof) last day 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 Loanstherefore. Each such conversion or continuation permitted hereunder (other than an automatic conversion pursuant to Section 2.10(a) shall be effected by the US Borrower or the Canadian Borrower, as the case may be, by giving the U.S. 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 ABR Loans CR 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 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 (or the Canadian Administrative Agent, in the case of Canadian Loans) shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars Loans, as the case may be, 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 then-current Interest Period in respect of LIBOR Loans, into ABR CR Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the US Borrower or the Canadian Borrower, as the case may be, has failed to elect a new Interest Period to be applicable thereto as provided in clause paragraph (a)) above, the US Borrower or the Canadian Borrower, as the case may be, shall be deemed to have elected to convert continue such Borrowing LIBOR Loan as a LIBOR Loan with an Interest Period of LIBOR Loans into a Borrowing of ABR Loansone month in duration, effective as of the expiration date of such then-current Interest Period. Notwithstanding Upon the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence cessation of any Default, Event of Default or LIBOR Unavailability Event, as the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan case may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary hereinbe, the applicable Borrower may deliver shall have three Business Days after written notice of such cessation from the Administrative Agent to provide a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of applicable Administrative Agent converting any Initial Term Loans subject to an interest rate Hedge Agreement then being maintained as LIBOR CR Loans for each Interest Period until the expiration of the term (as a result of such applicable Hedge Agreement.Default, Event of Default or LIBOR Unavailability Event)

Appears in 1 contract

Samples: Senior Subordinated Loan Agreement (Premdor Finace 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) 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 (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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower shall be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

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 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 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. (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 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. (b) If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans denominated in Dollars 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 (other than Borrowings of LIBOR Loans denominated in Alternative Currencies)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 convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to the Borrowings of LIBOR Loans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOR Loans with an Interest Period of one month. (c) No Loan may be converted into or continued as a Loan denominated in a different currency. (d) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the Borrower elects to irrevocably continue the outstanding principal amount of any Initial Term Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement.

Appears in 1 contract

Samples: Restatement Agreement (HCA Healthcare, Inc.)

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