Common use of Conversion of Class A Loans Clause in Contracts

Conversion of Class A Loans. (i) Notwithstanding anything herein to the contrary and in accordance with the procedures set forth in Section 3.7 of the Credit Agreement, upon written notice from a Converting Lender to the Collateral Trustee, the Loan Agent, the Rating Agency and the Co-Issuers, provided in accordance with the Credit Agreement, such Converting Lender may elect any Payment Date (such Payment Date, the “Conversion Date”) upon which all or a portion of the Aggregate Outstanding Amount of the Class A Loans held by such Converting Lender shall be converted into Class A Notes of an equal Aggregate Outstanding Amount in accordance with the terms hereof and the terms of the Credit Agreement; provided that (x) the Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or such later date as may be reasonably agreed to by such Converting Lender, the Loan Agent and the Collateral Trustee) and (y) the Conversion Date may only occur on a Payment Date. (ii) On the Conversion Date, (A) the Aggregate Outstanding Amount of the Class A Notes shall be increased by the current Aggregate Outstanding Amount of the Class A Loans so converted and (B) the Class A Loans so converted shall cease to be Outstanding and shall be deemed to have been repaid in full for all purposes hereunder and under the Credit Agreement. Class A Notes may not be converted into Class A Loans. (iii) The Co-Issuers, the Collateral Manager and the Converting Lender agree to provide reasonable assistance to the Collateral Trustee and the Loan Agent in connection with such conversion, including, but not limited to, providing applicable instructions to DTC, the Collateral Trustee and the Note or Loan Registrar, as applicable. (iv) Each Class A Lender may elect, in its sole discretion, to exercise the Conversion Option concurrently with an assignment of all or a portion of its Class A Loans (an “Assignment/Conversion”) such that the effective date of the assignment occurs on the related Conversion Date and the assignee receives Class A Notes (or interest therein) in lieu of the portion of Class A Loans being assigned. Any assignment made in connection with an Assignment/Conversion shall meet the requirements for an assignment set forth in Section 3.7 of the Credit Agreement. Any Class A Lender electing to make an Assignment/Conversion shall deliver to the Collateral Trustee, the Loan Agent and the Co-Issuers at least five Business Days prior to the Conversion Date, (w) an executed Assignment Agreement (as defined in the Credit Agreement), (x) a completed notice substantially in the form of Exhibit C to the Credit Agreement, (y) the assignment fee required under the Credit Agreement and (z) a written certification from the assignee substantially in the form of Exhibit B-6 or Exhibit B-7, as applicable.