Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default exists on the date of conversion, and (v) no conversion pursuant to this Section 1.07 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent at the Notice Office, prior to 4:00 p.m. (New York time), at least three Business Days’ prior notice (each, a “Notice of Conversion”) specifying the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans. (b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement. (c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 2 contracts
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc), Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Conversions. (a) Each Dollar Revolving Loan The Borrower shall have the option to convert, Convert on any Business Day, all or a portion equal to at least Day the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving the Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings from one Type of one or more Types of Dollar Revolving Loans Loan into a Borrowing of another Type of Dollar Revolving Loan; provided, provided thatthat (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (ib) Dollar Revolving Loans shall not be permitted to be converted no Conversion of all or any portion of any LIBOR Loan into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into a Base Rate Loans Loan may be effected on a date any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith pays all amounts owing under Section 3.12 as set forth in Section 1.12a result of such Conversion, (iiic) no such partial conversion Conversion of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of such Eurodollar LIBOR Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar LoansMinimum, (ivd) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted Converted into Eurodollar LIBOR Loans if any no Default or Event of Default exists is in existence on the date of conversion, Conversion and (ve) no conversion Conversion pursuant to this Section 1.07 3.5 shall result in a greater number of Borrowings Interest Periods of Eurodollar LIBOR Loans being outstanding at any one time than is permitted under Section 1.023.1(c) hereof. Each such conversion Conversion shall be effected by the respective Dollar Revolving Loan Borrower giving by delivering a Conversion Request to the Administrative Agent at the its Notice Office, Office prior to 4:00 p.m. 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), at least three Business Days’ prior notice (each, a “Notice iii) the Type of Conversion”Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) specifying the Borrowing or Borrowings pursuant to which such Dollar Revolving if any Loans were made and, if to be converted are being Converted into Eurodollar LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion Conversion affecting any of its Dollar Revolving Loans.
. NEWYORK 8115155 (b2K) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.8
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (NRG Yield, Inc.)
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving Loans shall not Subject to the provisions of this Agreement, the applicable Borrower may convert the whole or any part of any Type of Tranche 2 Loan into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that:
(A) Conversions of Bankers’ Acceptances may only be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans made on a date other than the last day of an the Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate thereto;
(B) the applicable Lenders Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for any breakage costs incurred in connection therewith Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default exists on the date of conversion, and (v) no conversion pursuant to 2.02 or this Section 1.07 2.05); and
(C) a Conversion shall not result in an increase in the Outstanding Amount of a greater number Tranche 2 Loan, as increases in the Outstanding Amount of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such conversion shall a Tranche 2 Loan may only be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent at the Notice Office, prior to 4:00 p.m. (New York time), at least three Business Days’ prior notice (each, a “Notice of Conversion”) specifying the Borrowing Borrowings or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving LoansDrawdowns.
(bii) Each Alternate Currency Revolving Loan In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal on the Conversion Date pay to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Facility Agent for the account of the relevant Alternate Currency RL Tranche 2 Lenders an amount equal to repay the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Borrowing Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c).
(iii) In order to satisfy the continuing liability of outstanding a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 2 contracts
Sources: Credit Agreement (Jacobs Engineering Group Inc /De/), Credit Agreement (Jacobs Engineering Group Inc /De/)
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business DayDay occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans or Canadian Term Loans, as the case may be, made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan or Canadian Term Loan, as the case may be, provided that, that (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loansexcept as otherwise provided in Sections 2.10(a) and 2.10(c), (iix) if Eurodollar Loans are may be converted into Base Rate Loans and (y) CDOR Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar Loans or CDOR Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or CDOR Rate Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may not only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into CDOR Rate Loans, in each case, if any no Specified Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 2.06(a) shall result in a greater number of Borrowings of Eurodollar Euro Rate Loans and CDOR Rate Loans than is permitted under Section 1.022.02 and (iv) Swingline Loans may not be converted pursuant to this Section 2.06. Each such conversion pursuant to this Section 2.06(a) shall be effected by the respective Dollar Revolving Loan Borrower by giving the Administrative Agent at the applicable Notice Office, Office prior to 4:00 p.m. 1:00 P.M. (New York timeLocal Time) at least (x) in the case of conversions into Eurodollar Loans (in the case of Dollar Loans) or CDOR Rate Loan (in the case of Canadian Term Loans), at least three (3) Business Days’ prior notice, and (y) in the case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one (1) Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) specifying in the Borrowing form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Borrowings Canadian Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Revolving Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or CDOR Rate Loans (in the case of Canadian Term Loans), the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted.
(b) Each Alternate Currency The Canadian Revolving Loan Borrower Borrowers shall be entitled: (i) have the option to convert from time convert, on any Business Day occurring on or after the Effective Date, all or a portion equal to time any at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to CDOR Rate Loans; provided, that (i) unless the aggregate principal amount (in Canadian Dollars) of the outstanding Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into CDOR Rate Loans if no Specified Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to such Borrowing, provided that this Section 2.06(b) shall result in a greater number of CDOR Rate Loans than is permitted under Section 2.02. Each conversion pursuant to this Section 2.06(b) shall be effected by the applicable Alternate Currency relevant Canadian Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to by giving the Administrative Agent for at the account applicable Notice Office prior to 1:00 P.M. (Local Time) at least three (3) Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the relevant Alternate Currency RL Lenders Canadian Prime Rate Loans to repay be so converted into CDOR Rate Loans. The Administrative Agent shall give each Canadian Revolving Lender prompt notice of any such Borrowing proposed conversion affecting any of outstanding its Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 2 contracts
Sources: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving except as otherwise provided in Section 2.10(b), LIBOR Loans shall not may be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of such Eurodollar LIBOR Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar LIBOR Loans if any a Default or Event of Default exists is in existence on the date of the conversion, (iii) Canadian CDOR Rate Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Canadian CDOR Rate Loans shall reduce the outstanding principal amount of such Canadian CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (iv) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Canadian CDOR Rate Loans if a Default or Event of Default is in existence on the date of the conversion, and (v) no conversion pursuant to this Section 1.07 2.06 shall result in a greater number of Borrowings of Eurodollar LIBOR Loans or Canadian CDOR Rate Loans than is permitted under Section 1.022.02. Each such conversion shall be effected by the respective Dollar Revolving Loan applicable Borrower by giving the Administrative Agent at the Notice Office, Office prior to 4:00 p.m. 11:00 A.M. (New York City time), ) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans and Canadian Prime Loans in Canadian CDOR Rate Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans and Canadian CDOR Rate Loans into Canadian Prime Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) specifying ), in each case in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made incurred and, if to be converted into Eurodollar LIBOR Loans or Canadian CDOR Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 2 contracts
Sources: Credit Agreement (Walter Energy, Inc.), Credit Agreement (Walter Energy, Inc.)
Conversions. (a) Each Dollar Revolving Loan US Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar US Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar US Revolving Loans into a Borrowing of another Type of Dollar US Revolving Loan, ; provided that, (i) Dollar Revolving except as otherwise provided in Section 2.10(b), US LIBOR Loans shall not may be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans only on a date other than the last day of an Interest Period applicable to the Dollar US Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of such Eurodollar US LIBOR Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted into Eurodollar US LIBOR Loans if any no Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 2.06(a) shall result in a greater number of Borrowings of Eurodollar US LIBOR Loans than is permitted under Section 1.022.02 and (iv) for the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such conversion shall be effected by the respective Dollar Revolving Loan US Borrower by giving the Administrative Agent at the Notice Office, Office prior to 4:00 p.m. 11:00 A.M. (New York City time), ) at least (A) in the case of conversions of Base Rate Loans into US LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) specifying ), in each case in the form of Exhibit A-2, appropriately completed to specify the Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made incurred and, if to be converted into Eurodollar US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Canadian Borrower shall be entitled: have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans made pursuant to one or more Borrowings of one or more Types of Canadian Revolving Loans into a Borrowing of another Type of Canadian Revolving Loan; provided that, (i) except as otherwise provided in Section 2.10(b), Canadian LIBOR Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to convert from time the Canadian LIBOR Loans being converted and no such partial conversion of Canadian LIBOR Loans shall reduce the outstanding principal amount of such Canadian LIBOR Loans made pursuant to time any a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Canadian LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Borrowings of Canadian LIBOR Loans than is permitted under Section 2.02. Each such conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Borrower by giving the Administrative Agent at the applicable Notice Office prior to 11:00 am (Toronto Time) at least (A) in the case of conversions of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance LIBOR Loans, together with such additional funds as may be required, to three Business Days’ prior notice and (B) in the Administrative Agent for the account case of the relevant Alternate Currency RL Lenders to repay such Borrowing conversions of outstanding Canadian LIBOR Loans into Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtainedone Business Day’s prior notice, in each case in accordance with Section 1the form of Exhibit A-2, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with appropriately completed to specify the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1to be so converted, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance the Borrowing or Borrowings pursuant to which such Canadian Revolving Loans into Canadian Prime Rate Loans shall be made in the circumstanceswere incurred and, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted if to be converted into Canadian LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any other Type such proposed conversion affecting any of Loan prior its Canadian Revolving Loans. Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the maturity date outstanding principal amount of the respective Bankers’ Acceptance LoanCanadian Revolving Loans being converted.
Appears in 1 contract
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default exists on the date of conversion, and (v) no conversion pursuant to this Section 1.07 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent at the Notice Office, prior to 4:00 2:00 p.m. (New York time), at least three Business Days’ prior notice (each, a “Notice of Conversion”) specifying the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 1 contract
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business DayDay occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans or Canadian Term Loans, as the case may be, made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan or Canadian Term Loan, as the case may be, provided that, that (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loansexcept as otherwise provided in Section 1.10(b), (iix) if Eurodollar Loans are may be converted into Base Rate Loans and (y) B/A Discount Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar Loans or B/A Discount Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may not only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if any no Specified Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 1.06(a) shall result in a greater number of Borrowings of Eurodollar Euro Rate Loans and B/A Discount Rate Loans than is permitted under Section 1.021.02 and (iv) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion pursuant to this Section 1.06(a) shall be effected by the respective Dollar Revolving Loan Borrower by giving the Administrative Agent at the applicable Notice Office, Office prior to 4:00 p.m. 1:00 P.M. (New York timeLocal Time) at least (x) in the case of conversions into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loan (in the case of Canadian Term Loans), at least three Business Days’ prior notice, and (y) in the case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) specifying in the Borrowing form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Borrowings Canadian Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Revolving Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loans (in the case of Canadian Term Loans), the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted.
(b) Each Alternate Currency The Canadian Revolving Loan Borrower Borrowers shall be entitled: (i) have the option to convert from time convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to time any at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to Loans; provided, that (i) unless the aggregate principal amount (in Canadian Dollars) of the outstanding Required Lenders otherwise agree, Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such may only be converted into Bankers’ Acceptance LoansLoans if no Specified Default or Event of Default is in existence on the date of the conversion, together with such additional funds as may and (ii) no conversion pursuant to this Section 1.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 1.02. Each conversion pursuant to this Section 1.06(b) shall be required, to effected by the relevant Canadian Revolving Borrower by giving the Administrative Agent for at the account applicable Notice Office prior to 1:00 P.M. (Local Time) at least three Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the relevant Alternate Currency RL Lenders to repay such proposed Borrowing of outstanding Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule X). The Administrative Agent shall give each Canadian Revolving Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. Upon any such conversion, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as proceeds thereof will be applied directly on the case may be, equal to the aggregate Face Amount day of such maturing Bankers’ Acceptance Loans, provided that conversion to prepay the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account outstanding principal amount of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreementbeing converted.
(c) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. X. Except as otherwise provided under Section 1.171.16, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective relevant underlying Bankers’ Acceptance Loanor B/A Discount Note, as the case may be.
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Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche of Loans) of one or more Types of Dollar Revolving Loans into a Borrowing (of the same Tranche of Loans) of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Canadian Revolving Loans, and Canadian Revolving Loans shall not be permitted to be converted into Dollar Alternate Currency Revolving Loans, (ii) Term Loans may not be converted into Revolving Loans and, except as required by Section 2.01(b), Revolving Loans may not be converted into Term Loans, (iii) if Eurodollar Loans are converted into Base Rate Loans on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.122.12, (iiiiv) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar LoansLoans of the respective Tranche, (ivv) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if any Default or Event of Default exists on the date of conversion, and (vvi) no conversion pursuant to this Section 1.07 2.07 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.022.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent at the Notice Office, prior to 4:00 p.m. Noon (New York time), at least three (3) Business Days’ ' prior notice (each, each a “"Notice of Conversion”") specifying the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Canadian Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding under the Canadian Dollar Loan Sub-Commitments into a Borrowing of Bankers’ ' Acceptance Loans under the Canadian Dollar Loan Sub-Commitments in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) Dollars of the such outstanding Canadian Prime Rate Loans pursuant to such BorrowingLoans, provided that the applicable Alternate Currency Canadian Revolving Loan Borrower shall pay the proceeds of such Bankers’ ' Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Canadian Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ ' Acceptance Loans are obtained, in each case obtained in accordance with Section 1, Schedule III 2 and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any Bankers' Acceptance Loans outstanding Bankers’ Acceptance Loansunder the Canadian Dollar Loan Sub-Commitments, to obtain Bankers’ ' Acceptance Loans or Canadian Prime Rate Loans under the Canadian Dollar Loan Sub-Commitments in an aggregate Face Amount or principal amount, amount as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ ' Acceptance Loans, provided that the applicable Alternate Currency Canadian Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, Loan together with such additional funds as may be required, required to the Administrative Agent for the account of the relevant Alternate Currency RL Canadian Lenders to repay such maturing Bankers’ ' Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III 2 and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ ' Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.172.17, Bankers’ ' Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ ' Acceptance Loan.
Appears in 1 contract
Sources: Credit Agreement (Host Marriott L P)
Conversions. (a) Each Dollar Revolving Loan US Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar US Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar US Revolving Loans into a Borrowing of another Type of Dollar US Revolving Loan, ; provided that, (i) Dollar Revolving except as otherwise provided in Section 2.10(b), US LIBOR Loans shall not may be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans only on a date other than the last day of an Interest Period applicable to the Dollar US Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of such Eurodollar US LIBOR Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted into Eurodollar US LIBOR Loans if any no Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 2.06(a) shall result in a greater number of Borrowings of Eurodollar US LIBOR Loans than is are permitted under Section 1.022.02 and (iv) for the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such conversion shall be effected by the respective Dollar Revolving Loan US Borrower by giving the Administrative Agent at the Notice Office, Office prior to 4:00 p.m. 11:00 A.M. (New York City time), ) at least (A) in the case of conversions of Base Rate Loans into US LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) specifying ), in each case in the form of Exhibit A-2, appropriately completed to specify the Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made incurred and, if to be converted into Eurodollar US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Canadian Borrower shall be entitled: (i) have the option to convert from time convert, on any Business Day, all or a portion equal to time any at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to Loans; provided, that (i) unless the aggregate principal amount (in Canadian Dollars) of the outstanding Required Lenders otherwise agree, Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such may only be converted into Bankers’ Acceptance LoansLoans if no Default or Event of Default is in existence on the date of the conversion, together with and (ii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 2.02. Each such additional funds as may conversion pursuant to this Section 2.06(b) shall be required, to effected by the relevant Canadian Borrower by giving the Administrative Agent for at the account applicable Notice Office prior to 11:00 am (Toronto Time) at least two Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the relevant Alternate Currency RL Lenders to repay such proposed Borrowing of outstanding Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule 1.01(g)). The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. Upon any such conversion, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as proceeds thereof will be applied directly on the case may be, equal to the aggregate Face Amount day of such maturing Bankers’ Acceptance Loans, provided that conversion to prepay the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account outstanding principal amount of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreementbeing converted.
(c) Mandatory conversions and voluntary conversion of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III1.01(g). Except as otherwise provided under Section 1.1711 thereof, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loanrelevant underlying B/A Instrument, as the case may be.
Appears in 1 contract
Conversions. (a) Each Dollar Revolving Loan The U.S. Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Denominated Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.7) made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving except as otherwise provided in Section 2.11(b), LIBOR Loans shall not may be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of such Eurodollar LIBOR Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted into Eurodollar LIBOR Loans if any no Default or Event of Default exists is in existence on the date of conversion, the conversion and (viii) no conversion pursuant to this Section 1.07 2.7 shall result in a greater number of Borrowings of Eurodollar Fixed Rate Loans than is permitted under Section 1.022.2. Each such conversion shall be effected by the respective Dollar Revolving Loan U.S. Borrower by giving the Administrative Agent at the Notice Office, Office prior to 4:00 p.m. 1:00 P.M. (New York City time), ) (Noon (New York City time) in the case of clause (y) below) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, notice on the date of such conversion (each, a “Notice of Conversion/Continuation”) specifying ), in each case in the form of Exhibit J, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made incurred and, if to be converted into Eurodollar LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Denominated Loans.
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 1 contract
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business DayDay occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans or Canadian Term Loans, as the case may be, made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan or Canadian Term Loan, as the case may be, provided that, that (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loansexcept as otherwise provided in Sections 2.10(a) and 2.10(c), (iix) if Eurodollar Loans are may be converted into Base Rate Loans and (y) CDOR Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar Loans or CDOR Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or CDOR Rate Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may not only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into CDOR Rate Loans, in each case, if any no Specified Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 2.06(a) shall result in a greater number of Borrowings of Eurodollar Euro Rate Loans and CDOR Rate Loans than is permitted under Section 1.022.02 and (iv) Swingline Loans may not be converted pursuant to this Section 2.06. Each such conversion pursuant to this Section 2.06(a) shall be effected by the respective Dollar Revolving Loan Borrower by giving the Administrative Agent at the applicable Notice Office, Office prior to 4:00 p.m. 1:00 P.M. (New York timeLocal Time) at least (x) in the case of conversions into Eurodollar Loans (in the case of Dollar Loans) or CDOR Rate Loan (in the case of Canadian Term Loans), at least three (3) Business Days’ prior notice, and (y) in the case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one (1) Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) specifying in the Borrowing form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Borrowings Canadian Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Revolving Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or CDOR Rate Loans (in the case of Canadian Term Loans), the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted.
(b) Each Alternate Currency The Canadian Revolving Loan Borrower Borrowers shall be entitled: (i) have the option to convert from time convert, on any Business Day occurring on or after the Effective Date, all or a portion equal to time any at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to CDOR Rate Loans; provided, that (i) unless the aggregate principal amount (in Canadian Dollars) of the outstanding Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into CDOR Rate Loans if no Specified Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to such Borrowing, provided that this Section 2.06(b) shall result in a greater number of CDOR Rate Loans than is permitted under Section 2.02. Each conversion pursuant to this Section 2.06(b) shall be effected by the applicable Alternate Currency relevant Canadian Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to by giving the Administrative Agent for at the account applicable Notice Office prior to 1:00 P.M. (Local Time) at least three (3) Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be so converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.CDOR Rate
Appears in 1 contract
Conversions. (a) Each Dollar Revolving Loan The Borrower shall have the option to convert, convert on any Business Day, Day all or a portion equal to at least the applicable Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), such Tranche of the outstanding principal amount of the Dollar Revolving Loans made to such Dollar Revolving Loan the Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans into a Borrowing or Borrowings (of the same Tranche) of another Type of Dollar Revolving Loan, provided that, that (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loanssuch Tranche, (ivii) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default exists is in existence on the date of conversionthe conversion if the Administrative Agent or the Majority Lenders in respect of the applicable Tranche have previously advised the Borrower that conversions will not be permitted while such Event of Default remains in existence, and (viii) no conversion pursuant to this Section 1.07 1.06 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02, (iv) prior to the Syndication Date, no Loan may be converted into Eurodollar Loans except on the first day of a Pre-Syndication Interest Period and (v) the Borrower's right to convert Incremental Term Loans of a given Tranche shall be subject to the limitations, if any, set forth in the applicable Incremental Commitment Agreement. Each such conversion (other than automatic conversions pursuant to the last paragraph of Section 1.09) shall be effected by the respective Dollar Revolving Loan Borrower Borrower's giving the Administrative Agent at the its Notice Office, Office prior to 4:00 p.m. 1:00 P.M. (New York time), ) at least three Business Days’ ' prior written notice (each, each a “"Notice of Conversion”") specifying the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made made, the date of such conversion (which shall be a Business Day) and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 1 contract
Sources: Credit Agreement (Aearo CO I)
Conversions. (a) Each Dollar Revolving Loan The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan, provided that, (i) Dollar Revolving except as otherwise provided in Section 2.10(b), LIBOR Loans shall not may be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of such Eurodollar LIBOR Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar LIBOR Loans if any Event of Default exists pursuant to Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of the proposed conversion of a LIBOR Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (vy) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one (1) month, and (iv) no conversion pursuant to this Section 1.07 2.06 shall result in a greater number of Borrowings of Eurodollar LIBOR Loans than is permitted under Section 1.022.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower by giving the Administrative Agent at the Notice Office, Office prior to 4:00 p.m. 1:00 P.M. (New York City time), ) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) specifying ), in each case substantially in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made incurred and, if to be converted into Eurodollar LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 1 contract
Sources: Credit Agreement (Radio One, Inc.)
Conversions. (a) Each Dollar Revolving Loan US Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar US Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar US Revolving Loans into a Borrowing of another Type of Dollar US Revolving Loan, ; provided that, (i) Dollar Revolving except as otherwise provided in Section 2.10(b), US LIBOR Loans shall not may be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans only on a date other than the last day of an Interest Period applicable to the Dollar US Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of such Eurodollar US LIBOR Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted into Eurodollar US LIBOR Loans if any no Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 2.06(a) shall result in a greater number of Borrowings of Eurodollar US LIBOR Loans than is permitted under Section 1.022.02 and (iv) for the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such conversion shall be effected by the respective Dollar Revolving Loan US Borrower by giving the Administrative Agent at the Notice Office, Office prior to 4:00 p.m. 11:00 A.M. (New York City time), ) at least (A) in the case of conversions of Base Rate Loans into US LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) specifying ), in each case in the form of Exhibit A-2, appropriately completed to specify the Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made incurred and, if to be converted into Eurodollar US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Canadian Borrower shall be entitled: have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans made pursuant to one or more Borrowings of one or more Types of Canadian Revolving Loans into a Borrowing of another Type of Canadian Revolving Loan; provided that, (i) except as otherwise provided in Section 2.10(b), Canadian LIBOR Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to convert from time the Canadian LIBOR Loans being converted and no such partial conversion of Canadian LIBOR Loans shall reduce the outstanding principal amount of such Canadian LIBOR Loans made pursuant to time any a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Canadian LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Borrowings of Canadian LIBOR Loans than is permitted under Section 2.02. Each such conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Borrower by giving the Administrative Agent at the applicable Notice Office prior to 11:00 A.M. (Toronto Time) at least (A) in the case of conversions of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance LIBOR Loans, together with such additional funds as may be required, to three Business Days’ prior notice and (B) in the Administrative Agent for the account case of the relevant Alternate Currency RL Lenders to repay such Borrowing conversions of outstanding Canadian LIBOR Loans into Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtainedone Business Day’s prior notice, in each case in accordance with Section 1the form of Exhibit A-2, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with appropriately completed to specify the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1to be so converted, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance the Borrowing or Borrowings pursuant to which such Canadian Revolving Loans into Canadian Prime Rate Loans shall be made in the circumstanceswere incurred and, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted if to be converted into Canadian LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any other Type such proposed conversion affecting any of Loan prior its Canadian Revolving Loans. Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the maturity date outstanding principal amount of the respective Bankers’ Acceptance LoanCanadian Revolving Loans being converted.
Appears in 1 contract
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business DayDay occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans or Canadian Incremental Term Loans, as the case may be, made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans or Types of Canadian Incremental Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan or Canadian Incremental Term Loan, as the case may be, provided that, that (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loansexcept as otherwise provided in Section 1.10(b), (iix) if Eurodollar Loans are may be converted into Base Rate Loans and (y) B/A Discount Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar Loans or B/A Discount Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may not only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if any no Specified Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 1.06 shall result in a greater number of Borrowings of Eurodollar Euro Rate Loans and B/A Discount Rate Loans than is permitted under Section 1.021.02 and (iv) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion pursuant to this Section 1.06 shall be effected by the respective Dollar Revolving Loan Borrower by giving the Administrative Agent at the applicable Notice Office, Office prior to 4:00 p.m. 1:00 P.M. (New York time), Local Time) at least three Business Days’ ' (or, in the case of an Interest Period other than a one, two, three or six-month period, at least five Business Days') prior notice (each, each a “"Notice of Conversion”/Continuation") specifying in the Borrowing form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Borrowings Canadian Incremental Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Revolving Loans or Canadian Incremental Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loans (in the case of Canadian Incremental Term Loans), the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Loans and/or Canadian Incremental Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Incremental Term Loan into another Type of Canadian Incremental Term Loan shall not constitute a repayment of any Canadian Incremental Term Loan being so converted. Canadian Revolving LoansLoans may be converted and/or continued as and to the extent provided in Section 1.17 and Schedule XI."
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: 10. Section 1.07 of the Credit Agreement is hereby amended by (i) to convert from time to time any Borrowing of inserting the text ", Canadian Prime Rate Loans then outstanding into Revolving Loans" immediately after the text "under a Borrowing of Bankers’ Acceptance Loans given Tranche" appearing in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; first sentence thereof and (ii) contemporaneously with inserting the maturity of any outstanding Bankers’ Acceptance Loanstext ", to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay Commitments" immediately after the proceeds of text "for such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made Tranche" appearing in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loanfirst sentence thereof.
Appears in 1 contract
Sources: Credit Agreement and Us Pledge Agreement (Silgan Holdings Inc)
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business DayDay occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans or Canadian TermDollar Loans, as the case may be, made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans or Types of Canadian TermDollar Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan or Canadian TermDollar Loan, as the case may be, provided thatthat (ia) except as otherwise provided in Sections 2.10(a) and 2.10(c), (ixi) Dollar Revolving Eurodollarin the case of a Eurocurrency Rate Loan or Term RFR Loan denominated in Dollars, upon the expiration of any Interest Period, all or any part of any such outstanding Eurocurrency Rate Loans shall not or Term RFR Loans may be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) if Eurodollar Loans are converted into Base Rate Loans on a date (other than Swingline Loans), (ii) in the case of a Daily Simple RFR Loan denominated in Dollars, upon the occurrence of the Interest Payment Date therefor, all or any part of any such outstanding Daily Simple RFR Loans may be converted into Base Rate Loans, and (yiii) CDOR Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar Loans or CDOR Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or CDOR Rate Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (iviib) unless the Required Lenders otherwise agree, (xi) Base Rate Loans may not only be converted into Eurodollar Eurodollarone or more Eurocurrency Rate Loans or, after the USD LIBOR Transition Date, RFR Loans and (yii ) Canadian Prime Rate Loans may only be converted into CDOR Rate Loans, in each case, if any no Specified Default or Event of Default exists is in existence on the date of the conversion, and (viiic) no conversion pursuant to this Section 1.07 2.06(a) shall result in a greater number of Borrowings of Eurodollar EuroEurocurrency Rate Loans, Term RFR Loans and CDOR Rate Loans than is permitted under Section 1.02. Each such conversion shall 2.02 and (ivd) Swingline Loans may not be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent at the Notice Office, prior to 4:00 p.m. (New York time), at least three Business Days’ prior notice (each, a “Notice of Conversion”) specifying the Borrowing or Borrowings converted pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loansthis Section 2.06.
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 1 contract
Conversions. The Borrower may, during the term of this Agreement, upon giving the Agent at the Agent's Branch of Account a Conversion Notice in accordance with the period of prior notice and other requirements set out in Section 3.5 (other than delivery of a notice in the form of Schedule A) in respect of the basis of Borrowing to which any Borrowing is being converted, convert any Borrowing to another basis of Borrowing. Notwithstanding the foregoing, a Bankers' Acceptance may only be converted on its maturity date and a Libor Loan may only be converted on the last day of the Libor Interest Period applicable to such Libor Loan or on any other day if the Borrower pays all amounts payable in respect thereof pursuant to Sections 4.5 or 10.5, respectively. A Letter of Credit may not be converted. If the requested conversion is either from or into Libor Loans or Bankers' Acceptances, then:
(a) Each Dollar Revolving if a Default has occurred and is continuing, the Borrower, without limiting its rights to convert any Borrowing into a Cdn. Prime Loan Borrower shall have the option to convert, on any Business Day, all or a portion equal U.S. Base Rate Loan, as applicable, shall only be entitled to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving request a conversion into a Libor Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings with a Libor Interest Period of one (1) month or more Types of Dollar Revolving Loans into a Borrowing Bankers' Acceptance with a term to maturity of another Type one (1) month or less as provided for herein unless the Agent, in its discretion acting reasonably, otherwise permits; and
(b) if an Event of Dollar Revolving LoanDefault has occurred and is continuing, provided that, (i) Dollar Revolving Loans such conversion shall not be permitted to unless the Agent in its discretion otherwise agrees and all Libor Loans in respect of which any such conversion has been requested shall be converted into Non-Dollar Alternate Currency Revolving Loansto a Cdn. Prime Loan in the case of Libor Loans denominated in Canadian Dollars, (ii) if Eurodollar Loans are converted into Euros or Pounds Sterling or to a U.S. Base Rate Loan in the case of Libor Loans denominated in U.S. Dollars, in each case on a date other than the last day of an the Libor Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower thereto and all Bankers' Acceptances in respect of which any such conversion has been requested shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant be converted to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loans, (iv) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default exists Cdn. Prime Loan on the date of conversion, and (v) no conversion pursuant to this Section 1.07 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower giving the Administrative Agent at the Notice Office, prior to 4:00 p.m. (New York time), at least three Business Days’ prior notice (each, a “Notice of Conversion”) specifying the Borrowing or Borrowings pursuant to which such Dollar Revolving Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Borrowing of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds maturity of such Bankers’ Acceptance Loans' Acceptances. On each Conversion Date, together with such additional funds as may the Borrower, subject to Section 3.7(c), shall be required, required to repay to the Administrative Agent for the account basis of Borrowing which is being converted and, subject to the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with , the maturity of any outstanding Bankers’ Acceptance Loans, Lenders shall be required to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal make available to the aggregate Face Amount Borrower the Borrowings into which such basis of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this AgreementBorrowing is being converted.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 1 contract
Sources: Credit Agreement (Prima Energy Corp)
Conversions. (a) Each Dollar Revolving Loan The Borrower shall have the option to convert, convert on any Business DayDay occurring on or after the Initial Borrowing Date, all or a portion at least equal to at least the applicable Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings of one or more Types of Dollar Revolving Loans under a single Tranche into a Borrowing or Borrowings of another Type of Dollar Revolving Loan, Loan under such Tranche; provided that, that (i) Dollar Revolving Loans shall not be permitted except as otherwise provided in Section 2.10(b) or unless the Borrower pays all breakage costs and other amounts owing to be converted into Non-Dollar Alternate Currency Revolving Loanseach Lender pursuant to Section 2.11 concurrently with any such conversion, (ii) if Eurodollar Loans are may be converted into Base Rate Loans only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under resulting from this Section 1.022.06 shall be limited in number as provided in Section 2.02. Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower by giving the Administrative Agent at the its Notice Office, prior to 4:00 p.m. 12:00 Noon (New York City time), at least three Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion/Continuation”) specifying in the Borrowing or Borrowings form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Revolving the Loans were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Borrower shall . Upon any such conversion, the proceeds thereof will be entitled: (i) deemed to convert from time be applied directly on the day of such conversion to time any Borrowing of Canadian Prime Rate Loans then prepay the outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreementbeing converted.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance Loan.
Appears in 1 contract
Sources: Credit Agreement (EnerSys)
Conversions. The Company (aon behalf of all applicable Borrowers) Each Dollar Revolving Loan Borrower shall have the option to convert, convert on any Business Day, Day all or a portion at least equal to at least the applicable Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving the Loans made to such Dollar Revolving Loan of one Type owing by a Borrower pursuant to one or more Borrowings a Borrowing under a Facility into a Borrowing by such Borrower under the same Facility of one or more Types the other Type of Dollar Revolving Loans which can be made hereunder, PROVIDED that:
(a) either
(i) all Loans made by all Borrowers pursuant to a Borrowing under the same Facility shall be converted into a Borrowing of another the other Type of Dollar Revolving LoanLoans which can be made pursuant to such Facility, provided that, (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loans, (ii) and if Eurodollar such Loans are converted into Base Rate Eurodollar Loans on there shall be a date other than the last day of an single Interest Period applicable to such Loans; or
(ii) a fixed proportion of all Loans made by all Borrowers pursuant to a Borrowing under the Dollar Revolving same Facility, conforming to the Minimum Borrowing Amount, shall be converted into a Borrowing of the other Type of Loans being convertedwhich can be made pursuant to such Facility, the respective Dollar Revolving Loan Borrower and if such Loans are converted into Eurodollar Loans there shall compensate the be a single Interest Period applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, to such Loans; or
(iii) if permitted by the Administrative Agent, acting in the exercise of its reasonable discretion and taking into account the number of Borrowings consisting of Eurodollar Loans which will be outstanding hereunder, a fixed proportion or Dollar amount of any Loans made by a Borrower pursuant to a Borrowing under the same Facility, conforming to the Minimum Borrowing Amount, shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans;
(b) no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less than the applicable Minimum Borrowing Amount applicable thereto;
(c) any conversion of Eurodollar Loans into Prime Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans, ;
(ivd) unless the Required Lenders otherwise agree, Base Prime Rate Loans may not only be converted into Eurodollar Loans if any no Default under section 10.1(a) or Event of Default exists is in existence on the date of conversionthe conversion unless the Required Tranche A Lenders, and in the case of Tranche A Loans, or the Required Tranche B Lenders, in the case of Tranche B Loans, otherwise agree; and
(ve) no conversion pursuant to this Section 1.07 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02resulting from this section 2.8 shall conform to the requirements of section 2.1(d). Each such conversion shall be effected by the respective Dollar Revolving Loan Borrower Company (on behalf of any applicable Borrower) giving the Administrative Agent at the its Notice Office, prior to 4:00 p.m. 11:00 A.M. (New York timelocal time at such Notice Office), at least three Business Days’ ' (or prior to 11:00 A.M. (local time at such Notice Office) same Business Day's, in the case of a conversion into Prime Rate Loans) prior written notice (eachor telephonic notice promptly confirmed in writing if so requested by the Administrative Agent) (each a "NOTICE OF CONVERSION"), a “Notice substantially in the form of Conversion”) Exhibit B-2, specifying the Borrowing or Borrowings pursuant name of the applicable Borrower, the Loans to be so converted and the Facility under which such Dollar Revolving Loans were made incurred, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans.
(b) Each Alternate Currency Revolving Loan Borrower shall be entitled: (i) to convert from time to time . For the avoidance of doubt, the prepayment or repayment of any Borrowing Loans out of Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to the aggregate principal amount (in Canadian Dollars) of the outstanding Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such Bankers’ Acceptance Loans, together with such additional funds as may be required, to the Administrative Agent for the account other Loans by a Borrower is not considered a conversion of the relevant Alternate Currency RL Lenders to repay such Borrowing of outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as the case may be, equal to the aggregate Face Amount of such maturing Bankers’ Acceptance Loans, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement.
(c) Mandatory conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 1.17, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance LoanLoans.
Appears in 1 contract
Sources: Master Construction Line of Credit Agreement (Alternative Living Services Inc)
Conversions. (a) Each Dollar Revolving Loan Borrower shall have the option to convert, on any Business DayDay occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of Dollar Revolving Loans or Canadian Term Loans, as the case may be, made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Revolving Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Revolving Loan or Canadian Term Loan, as the case may be, provided that, that (i) Dollar Revolving Loans shall not be permitted to be converted into Non-Dollar Alternate Currency Revolving Loansexcept as otherwise provided in Section 1.10(b), (iix) if Eurodollar Loans are may be converted into Base Rate Loans and (y) B/A Discount Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on a date other than the last day of an Interest Period applicable to the Dollar Revolving Loans being converted, the respective Dollar Revolving Loan Borrower shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 1.12, (iii) converted and no such partial conversion of Eurodollar Loans or B/A Discount Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for Eurodollar Loansapplicable thereto, (ivii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may not only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if any no Specified Default or Event of Default exists is in existence on the date of the conversion, and (viii) no conversion pursuant to this Section 1.07 1.06 shall result in a greater number of Borrowings of Eurodollar Euro Rate Loans and B/A Discount Rate Loans than is permitted under Section 1.021.02 and (iv) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion pursuant to this Section 1.06 shall be effected by the respective Dollar Revolving Loan Borrower by giving the Administrative Agent at the applicable Notice Office, Office prior to 4:00 p.m. 1:00 P.M. (New York timeLocal Time) at least (x) in the case of conversions into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loan (in the case of Canadian Term Loans), at least three Business Days’ (or, in the case of an Interest Period other than a one, two, three or six-month period, at least five Business Days’) prior notice, and (y) in the case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one Business Day’s prior notice (each, each a “Notice of Conversion/Continuation”) specifying in the Borrowing form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Borrowings Canadian Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Revolving Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loans (in the case of Canadian Term Loans), the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Revolving Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted.
(b) Each Alternate Currency The Canadian Revolving Loan Borrower Borrowers shall be entitled: (i) have the option to convert from time convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to time any at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans then outstanding into a Borrowing of Bankers’ Acceptance Loans in an aggregate Face Amount equal to Loans; provided, that (i) unless the aggregate principal amount (in Canadian Dollars) of the outstanding Required Lenders otherwise agree, Canadian Prime Rate Loans pursuant to such Borrowing, provided that the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such may only be converted into Bankers’ Acceptance LoansLoans if no Specified Default or Event of Default is in existence on the date of the conversion, together with such additional funds as may and (ii) no conversion pursuant to this Section 1.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 1.02. Each conversion pursuant to this Section 1.06(b) shall be required, to effected by the relevant Canadian Revolving Borrower by giving the Administrative Agent for at the account applicable Notice Office prior to 1:00 P.M. (Local Time) at least three Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the relevant Alternate Currency RL Lenders to repay such proposed Borrowing of outstanding Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule XI). The Administrative Agent shall give each Canadian Revolving Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. Upon any such conversion, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers’ Acceptance Loans are obtained, in each case in accordance with Section 1, Schedule III and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any outstanding Bankers’ Acceptance Loans, to obtain Bankers’ Acceptance Loans or Canadian Prime Rate Loans in an aggregate Face Amount or principal amount, as proceeds thereof will be applied directly on the case may be, equal to the aggregate Face Amount day of such maturing Bankers’ Acceptance Loans, provided that conversion to prepay the applicable Alternate Currency Revolving Loan Borrower shall pay the proceeds of such new Canadian Dollar Revolving Loan, together with such additional funds as may be required, to the Administrative Agent for the account outstanding principal amount of the relevant Alternate Currency RL Lenders to repay such maturing Bankers’ Acceptance Loans, and provided further that such new Canadian Dollar Revolving Loans are obtained in accordance with Section 1, Schedule III and any other applicable provisions of this Agreementbeing converted.
(c) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in clause (i) of Schedule IIIXI. Except as otherwise provided under Section 1.171.16, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective relevant underlying Bankers’ Acceptance Loanor B/A Discount Note, as the case may be.
Appears in 1 contract