Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. (ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. (iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. (iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . The applicable Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, such Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (E Spire Communications Inc), Credit Agreement (E Spire Communications Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) . A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Winsloew Furniture Inc), Credit Agreement (Winsloew Furniture Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, 2.2
(A) Borrower shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, to (a) continue all or any portion of such LIBOR Loan equal to $1,000,000 500,000 and integral multiples multiplies of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date or (b) convert all or any portion of an Interest Period applicable thereto.
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the last day of the then-expiring Interest PeriodPeriod of the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan, when any Event of Default or Default has occurred and is continuing.
(iii) A Notice of Conversion/Continuation shall specify (a1) the proposed conversion/continuation date (which shall be a Business Day), ; (b2) the amount and Type of the Loan to be converted/continued, ;
(c3) the nature of the proposed conversion/continuation, ; (d4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, ; and (e5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(E); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, 2.2(E) and upon conversion or conversion/continuation of the applicable basis for determining the interest rate with respect to any Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice notice, Borrower shall have effected a such conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Loan and Security Agreement (Spincycle Inc), Loan and Security Agreement (Spincycle Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Chase Co-Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Chase Co-Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Gulf State Credit LLP), Credit Agreement (Outsourcing Solutions Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with 39 respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Borrowers shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Northland Cable Properties Six LTD Partnership), Credit Agreement (Northland Cable Properties Six LTD Partnership)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower (i) Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Loanamount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable thereto.
(ii) Borrower of one month. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C 2.6C, 2.6F and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Alliance Imaging Inc /De/), Credit Agreement (Alliance Imaging Inc /De/)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Base Rate Loans equal to Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to LIBOR Rate Loans, (ii) to convert at any time all or Revolving any part of its outstanding LIBOR Rate Loans from Loans bearing interest at a rate determined by reference equal to one basis One Hundred Thousand Dollars ($100,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount thereforBase Rate Loans, or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to Five Hundred Thousand Dollars ($1,000,000 500,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to notify the Lenders of each Lender.
(iv) Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Loan shall be deemed to be continued, on the last day of the then current Interest Period, as a LIBOR Loan with an Interest Period of one month and thereafter shall bear interest as such.
Appears in 2 contracts
Sources: Credit Agreement (Beasley Broadcast Group Inc), Credit Agreement (Beasley Broadcast Group Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only --------- ------- be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 9:00 A.M. (New York City Los Angeles time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Varco International Inc), Credit Agreement (Varco International Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 250,000 in excess of that amount as a LIBOR Loanamount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable thereto.
(ii) of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City Boston, Massachusetts time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G2.6F, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Boyds Collection LTD), Credit Agreement (Boyds Collection LTD)
Conversion or Continuation. (ia) Subject The Borrower may, upon irrevocable written notice to the provisions Lender in accordance with Subsection 2.5(b) elect, as of subsection 2.6any Business Day, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisthe Prime Rate Loans, in each either case in the applicable Minimum Amount therefor, or (ii) upon the expiration a minimum amount of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 250,000 and in integral multiples of $100,000 in excess thereof, into LIBOR Loans; or (ii) elect, as of that the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day or any part thereof, in either case in the minimum amount and in integral multiples as a LIBOR Loanspecified above; PROVIDEDprovided, HOWEVERhowever, that a if at any time the aggregate amount of LIBOR Loans in respect of any LIBOR Loan may only is reduced, by payment, prepayment, or conversion of part thereof to be converted less than $250,000 such LIBOR Loan shall at the Lender’s election convert into a Base Prime Rate Loan Loans, and on and after such date the expiration date right of an Interest Period applicable theretothe Borrower to convert such Loans into LIBOR Loans shall terminate.
(iib) Whenever the Borrower elects to convert or continue Loans under this Section 2.5, the Borrower shall deliver to the Lender a Notice of Conversion/Continuation to Administrative Agent Continuation, signed by an authorized officer or signatory of the Borrower (i) no later than 10:00 AM 11:00 a.m. (New York City timePacific Time) at least one (1) Business Day in advance of the requested conversion date, in the case of a conversion into Prime Rate Loans, and (ii) no later than 11:00 a.m. (Pacific Time) three (3) Business Days in advance of the proposed requested conversion date (or continuation date, in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A The Notice of Conversion/Continuation shall specify (a1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (b2) the amount and Type type of the Loan Loans to be converted/converted or continued, (c3) the nature of the proposed conversion/requested conversion or continuation, and (d4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (e) in . If the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive fails to provide a Notice of Conversion/Continuation for any LIBOR Loans as provided above, such Loans shall convert to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Prime Rate Loans on the last day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderthe Interest Period therefor.
(ivc) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Any Notice of Conversion/Continuation or telephonic notice) made pursuant to this Section 2.5 shall be irrevocable once Administrative Agent receives such notice, and the Borrower shall be bound to effect a conversion continue or continuation convert the Loan specified therein in accordance therewith.
Appears in 2 contracts
Sources: Loan and Security Agreement (Genius Brands International, Inc.), Loan and Security Agreement (Genius Brands International, Inc.)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower (i) Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Loanamount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable thereto.
(ii) Borrower of one month. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing; PROVIDED however, that during the Delayed Draw Term B Loan Period, Company may only request Tranche B Term Loans be converted to or continued as Base Rate Loans or LIBOR Loans with an Interest Period of one month (unless Administrative Agent shall, in its sole discretion, otherwise consent). In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower notice, Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G2.6F, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans AXELs or Revolving Loans equal to at least $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to at least $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, continuation and (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of EXECUTION delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C 2.6B and 2.6G2.6C, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6Section 2.6 and Section 2.1.B(i), the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans the same type of Loan bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate an ABR Loan on the expiration date of an Interest Period applicable thereto.
(ii) . The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate an ABR Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Further, the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice submission by the required time Borrower of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on shall constitute a re-certification by the day on which such telephonic notice is given. Upon receipt Borrower, as of written or telephonic notice the date of any the proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as to the case may be, hereunder.
(v) matters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B and 2.6G2.6.C, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Switch & Data Facilities Company, Inc.)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans Against Imports equal to $1,000,000 and integral multiples of $500,000 in excess of that amount (or Revolving such amount of Loans Against Imports of the type converted as is then outstanding) from Loans Against Imports bearing interest at a rate determined by reference to one basis to Loans Against Imports bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City San Francisco time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans Against Imports in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Cyrk Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Rate Loan; PROVIDED, HOWEVER, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower ; and PROVIDED, FURTHER that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (ia) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or minimum amount of $1,000,000 and integral multiples of $1,000,000 and (iib) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to in the minimum amount of $1,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR any Loan). With respect to any LIBOR Loan, (a) if Borrower fails to deliver a Notice of Conversion/Continuation as described above above, Borrower shall be deemed to have elected to continue such LIBOR Loan as a LIBOR Loan with an interest period of one month on the last day of the then-expiring Interest Period; provided that if such continuation is not permitted under the terms of this Agreement, then clause (b) of this subsection 2.2D(ii) shall apply, or (b) if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Chase Co-Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/conversion/ continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Chase Co-Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) a. Subject to the provisions of subsection 2.6Subsection II.G, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount the Minimum Amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) b. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D Subsection II.B.4 is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) c. A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type type of the Loan to be converted/continued, (c) the nature of the proposed conversion/conversion/ continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSubsection II.B.4, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DSubsection II.B.4, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.62.7, the Borrower shall have the option (i) to convert at any time all or any part of its the outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.3(c); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D2.3(c), Administrative the Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Bank. Neither Administrative the Agent nor any Lender Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2D2.3(c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B2.7(b), 2.6C 2.7(c) and 2.6G2.7(f), a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (St Joe Co)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Acquisition Loans or Term Loans Loan or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an the alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into --------- ------- a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) from and after the earlier to occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Company that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount thereforEurodollar Rate Loans, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDor (iii) subject to the payment of all amounts due under subsection 2.6D, HOWEVER, that to convert a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower at any time. The Company shall deliver a Notice of Conversion/Conversion/ Continuation to Administrative Agent no later than 10:00 AM 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and or at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower the Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.duly
Appears in 1 contract
Sources: Credit Agreement (FWT Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) ; and provided, further that no Loan may be made as or converted into a Index Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Managing Agent no later than 10:00 AM 3:00 P.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Index Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, of a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower may give Administrative Managing Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Managing Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under date. Promptly upon receipt by Managing Agent of any Notice of Conversion/Continuation pursuant to this subsection 2.2D2.2D (or telephonic notice in lieu thereof), Administrative Managing Agent shall promptly transmit such notice by telefacsimile notify each Lender of the proposed conversion or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) continuation. Neither Administrative Managing Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Managing Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Hartmarx Corp/De)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, -------- ------- that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City time) at least three the same Business Days in advance Day of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above no later than three Business Days prior to the proposed conversion date or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert continue such LIBOR Loan to as a Base Rate LIBOR Loan with an Interest Period of one month on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed -------- in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (ia) Subject to the provisions of subsection 2.6SECTION 4.4, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from a Prime Rate Loan to a LIBOR LoanRate Loan for a specified Interest Period; (ii) to convert all or any part of its outstanding Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from LIBOR Rate Loans to Prime Rate Loans on the expiration date of any Interest Period applicable thereto; or (iii) upon the expiration of the Interest Period with respect to any LIBOR Rate Loans, to continue all or any portion of such Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the continuation of such Loan by Agent) as LIBOR Rate Loans for a specified Interest Period, and the succeeding Interest Period(s) of such continued Loans shall commence on the expiration date of the Interest Period applicable thereto; PROVIDED, HOWEVER, that a LIBOR that, notwithstanding the foregoing, pursuant to SECTION 4.4(h), no outstanding Loan may only be continued as, or be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation ofinto, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential when any Event of Default or Unmatured Event of Default has occurred and is continuing. .
(b) In lieu of delivering the above-described event Borrower shall elect to convert or continue a Loan under SECTION 4.3(a), Borrower shall deliver to Agent a written Notice of Conversion/ContinuationLIBOR Activity which shall set forth the details of such proposed conversion or continuation, Borrower as the case may give Administrative Agent telephonic notice be, by 12:00 noon, Chicago time three (3) Business Days prior to, but in any event not more than five (5) Business Days prior to, the required time of any proposed conversion/continuation under date. Upon conversion or continuation by Agent in accordance with this subsection 2.2D, provided that Administrative Agent shall receive a Agreement pursuant to any Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on LIBOR Activity, Borrower shall have effected the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderof Loans hereunder.
(ivc) The officers and employees of Borrower authorized to request a Loan on behalf of Borrower are also authorized to request a conversion/continuation on behalf of Borrower. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative which Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunderSECTION 4.3.
(vd) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Each Notice of Conversion/Continuation or telephonic notice) LIBOR Activity shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Base Rate Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, Eurodollar Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDor (iii) subject to the payment of all amounts due under subsection 2.6D, HOWEVER, that to convert a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower at any time. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and or at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile on or electronic mail (before the proposed conversion or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Term Loan Agreement (Loews Cineplex Entertainment Corp)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR -------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. E. Post-Maturity Interest. Any principal payments on the Loans (whether Base Rate Loans or Eurodollar Rate Loans) not paid when due and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder not paid when due, in each case whether at stated maturity, by notice of prepayment, by acceleration or otherwise, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate which is 2.00% per annum in excess of the highest interest rate otherwise payable under this Agreement for Base Rate Loans; provided that, in -------- the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the highest interest rate otherwise payable under this Agreement for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this subsection 2.2E is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection Section 2.6, the Borrower shall have the option (i) to convert at any time following the Effective Date, subject to the notice requirements herein, all or any part of its their outstanding Term Base Rate Loans (other than Swingline Loans) equal to the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount from Base Rate Loans to SOFR Loans (or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, vice versa) or (ii) with respect to any (x) Daily Simple SOFR Loan, on any Interest Payment Date or (y) Term SOFR Loan, upon the expiration of any Interest Period applicable to a LIBOR Loanthereto, to continue (a) convert all or any portion of such Loan SOFR Loans equal to $1,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
Loans (iiother than Swingline Loans), Daily Simple SOFR Loans or Term SOFR Loans, (b) continue any Daily Simple SOFR Loans as Daily Simple SOFR Loans or (c) continue any Term SOFR Loans as Term SOFR Loans. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 10:00 AM 1:00 p.m. (New York City time) at least three Business Days in advance of the proposed conversion date (x) in the case of a conversion to a Base Rate Loan, on the proposed conversion date, (y) and at least three in the case of a Daily Simple SOFR Loan, five U.S. Government Securities Business Days in advance of the proposed conversion/continuation date and (z) in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Term SOFR Loan, if Borrower fails to deliver a Notice at least three U.S. Government Securities Business Days in advance of Conversion/Continuation as described above or if any the proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) date. A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount amount, Type and Type Class of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Term SOFR Loan, the requested Interest Period, Period and (ev) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu Each conversion or continuance shall be made ratably among the Lenders holding the Loans comprising the affected Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.2D to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.2D to convert such Borrowing) prior to (x) with respect to a Daily Simple SOFR Loan, the applicable Interest Payment Date, such Daily Simple SOFR Loan shall, as of delivering such Interest Payment Date (unless repaid pursuant to the above-described terms hereof), automatically be continued into a Base Rate Loan or (y) with respect to a Term SOFR Loan, the end of the applicable Interest Period therefor, such Term SOFR Loan shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a Base Rate Loan. If the Borrower fails to specify the Type of Loan that a Term SOFR Borrowing is to be converted into or continued as, then the applicable Borrowing shall be deemed to have been requested to be converted into or continued as a Base Rate Loan. If the Borrower requests a conversion to, or continuation of, a Term SOFR Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a SOFR Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by . Neither the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, Sections 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR any SOFR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such noticeirrevocable, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5 million and multiples of $1 million in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR LIBO Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5 million and integral multiples of $100,000 1 million in excess of that amount as a LIBOR LIBO Rate Loan; PROVIDEDprovided, HOWEVERhowever, that (i) a LIBOR LIBO Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR LIBO Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans A, Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City Dallas, Texas time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of ConversionConver-sion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conver-sion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (CFP Holdings Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount amount; provided, however, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable thereto.
(ii) of one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York, New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G2.6F, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Revolving Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City timeEastern Standard Time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Revolving Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Zilog Inc)
Conversion or Continuation. (ia) Subject to the other provisions of subsection 2.6hereof, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Base Rate Loans which comprise part of the same Borrowing to LIBO Rate Loans, (ii) to convert all or Revolving any part of outstanding LIBO Rate Loans from Loans bearing interest at a rate determined by reference which comprise part of the same Borrowing to one basis to Loans bearing interest at a rate determined by reference to an alternative basisBase Rate Loans, in each case in on the expiration date of the Interest Period applicable Minimum Amount thereforthereto, or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of such Loan equal to $1,000,000 and integral multiples outstanding LIBO Rate Loans which comprise part of $100,000 in excess the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration of the Interest Period applicable thereto; PROVIDED that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR (A) no Base Rate Loan may only be converted into a Base LIBO Rate Loan on at any time during the expiration date first two days after the Closing Date and (B) no Loan may be continued as, or converted into, a LIBO Rate Loan when any Default or Event of an Interest Period applicable theretoDefault has occurred and is continuing.
(iib) In order to elect to convert or continue a Loan under this Section 2.10, the Borrower shall deliver an irrevocable notice thereof (a "Notice of Conversion/Continuation Conversion or Continuation") to Administrative the Agent no later than 10:00 AM (A.M., New York City time, (i) at least three (3) Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoan and (ii) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Conver- sion or Continuation shall specify (aw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (bx) the amount and Type of the Loan to be converted/converted or continued, (cy) the nature of the proposed conversion/continuationwhether a conversion or continuation is requested, and (dz) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon Promptly after receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Conversion or Continuation or telephonic notice) under this Section 2.10(b), the Agent shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithprovide each Bank notice thereof.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, basis (provided that any Loan being converted to a Eurodollar Rate Loan shall be in each case a minimum amount of $1,000,000 and integral multiples of $100,000 in the applicable Minimum Amount therefor, excess of such amount) or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base -------- ------- Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 AM (New York City time) 12:00 pm at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided -------- that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any Administrative Agent within one Business Day prior to the proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither the Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person officer authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Microclock Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Base Rate Loans or equal to $2,000,000 and integral multiples of $10,000 in excess of that amount from Revolving Loans from Loans bearing interest at a rate determined by reference the Base Rate to one basis to Revolving Loans bearing interest at LIBOR, plus the Pricing Margin; (ii) to convert at any time all or any part of its outstanding LIBOR Loans equal to $500,000 and integral multiples of $10,000 in excess of that amount from Revolving Loans bearing interest at LIBOR to Revolving Loans bearing interest at the Base Rate (PROVIDED that any LIBOR Loan remaining after the partial conversion of a rate determined by reference LIBOR Loan to a Base Rate Loan permitted under this clause (ii) shall be of an alternative basis, in each case in the applicable Minimum Amount therefor, amount equal to at least $2,000,000) or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 10,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only not be converted into a Base Rate Loan except on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Swing Line Loans may not be converted into LIBOR Loans. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 10:30 a.m. (New York City California time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Revolving Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is givenproposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2DCompany, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B2.6A, 2.6C 2.6B and 2.6G2.6F, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewiththerewith or, in the event Company retracts the applicable Notice of Conversion/Continuation prior to the conversion to or continuation of such LIBOR Loan, to pay such amounts as shall be payable under subsection 2.6C if such conversion or continuation does not occur as the result of such retraction.
Appears in 1 contract
Sources: Credit Agreement (Oakley Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that if a LIBOR Loan may only be is converted into a Base Rate Loan on a date other than the expiration date of an the Interest Period applicable thereto.
(ii) , subsection 2.6D shall apply. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any Base Rate or LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) Period and to continue any such Base Rate Loan as a Base Rate Loan, as applicable. A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 1:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Lender but not later than two Business Days prior to the Funding Date of a LIBOR Loan and one Business Day prior to the Funding Date of a Base Rate Loan. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Integrated Defense Technologies Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term LIBOR Rate Loans or Revolving to Base Rate Loans from at the end of then-current LIBOR Period therefor, (ii) to convert Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount thereforLIBOR Rate Loans, or (iiiii) upon to change or continue the expiration of any Interest LIBOR Period applicable to a LIBOR Loan, to continue all or any a portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loanthe Loans; PROVIDEDprovided, HOWEVERhowever, that a (A) except as provided in SECTION 4.03, LIBOR Loan Rate Loans may only be converted into a Base Rate Loan Loans only on the expiration date last day of an Interest the LIBOR Period applicable thereto.
thereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (iiB) Borrower Loans extended as, or converted into, LIBOR Rate Loans shall deliver be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), and (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. Each such extension or conversion shall be effected by the Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 10:00 AM (prior to 1:00 p.m., New York City time) at least three , on the third Business Days in advance Day prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit N-2 hereto, specifying (x) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in y) the case Loans to be so extended or converted, (z) the types of a conversion toLoans into which such Loans are to be converted, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loanand, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderappropriate, Borrower shall be deemed to have elected to convert such (D) the applicable LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Periods with respect thereto. Each Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingirrevocable. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower The Borrowers shall have effected a conversion or continuation, as the case may be, hereunderno more than five (5) LIBOR Rate Loans outstanding at any one time.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6this Agreement, Borrower shall have the option (ia) as of any date to convert at any time all or any part of its outstanding Term Loans Base Rate Portion, if any, into one or Revolving Loans from Loans bearing interest at more LIBOR Rate Portions; (b) as of the last day of its applicable Interest Period, to convert all or any part of a rate determined by reference LIBOR Rate Portion to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, Base Rate Portion on such expiration date; or (iic) upon as of the expiration last day of any Interest Period applicable to a LIBOR LoanPeriod, to continue all or any part of a LIBOR Rate Portion, and, in the case of clauses (b) and (c) of this paragraph, the succeeding Interest Period of such continued LIBOR Rate Portion shall commence on such expiration date; provided, however, no outstanding portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as the Revolving Loans may be continued as, or be converted into, a LIBOR Loan; PROVIDEDRate Portion (x) if the continuation of, HOWEVERor the conversion into such LIBOR Rate Portion, that a would violate any of the provisions of Section 2.3(G) or (y) if as of such date an Event of Default or Default would occur or has occurred and is continuing. Notwithstanding any of the foregoing, Borrower may not select the LIBOR Loan may only be converted into a Base Rate Loan on Option until ten (10) days after the expiration date of an Interest Period applicable theretoinitial funding hereunder.
(ii) To convert or continue a LIBOR Rate Portion under this Section 2.3(C), Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit 2.3(C) to Administrative Agent Lender no later than 10:00 AM 12:00 noon (New York City Chicago time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan principal portion of the Revolving Loans to be converted/continued, and (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingwhether such portion shall be converted and/or continued. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Lender telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.time
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.62.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), Borrower shall have the option to (i) to convert at any time all or any part of its any outstanding Term Loans equal to or Revolving Loans greater than $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to or greater than $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR LoanLoan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; PROVIDED, HOWEVERprovided, that a LIBOR Loan Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto.
; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any Default or Event of Default has occurred and is continuing; and provided, further, that no Loan may be converted to a LIBOR Loan until ten (ii10) days after the Closing Date. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City Chicago, Illinois time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a the conversion to, of any Base Rate Loans into LIBOR Loans or a the continuation of, a LIBOR Loan). With respect to of any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) Loans. A Notice of Conversion/Continuation shall specify certify: (a1) the proposed conversion/continuation date (which shall be a Business Day), (b2) the amount and Type of the Loan to be converted/continued, (c3) the nature of the proposed conversion/continuation, (d4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(C); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) 2.2(C). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.2(D)(4), a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticegiven, and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewiththerewith and Agent shall have no liability for acting in accordance with Borrower's instructions contained therein.
Appears in 1 contract
Sources: Credit Agreement (Lynch Corp)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6section 1.14, Borrower the Borrowers shall have the option option, exercisable upon delivery of a Notice of Interest Rate Election as hereinafter provided (iA) to convert at any time all or any part portion (consisting of its $1,000,000 or an integral multiple thereof) of the aggregate principal amount of the Loans then outstanding Term Loans or Revolving Loans from Loans bearing which bear interest at a rate determined by reference to one interest rate basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, other basis or (iiB) upon the expiration of any the current Interest Period applicable to a the LIBOR LoanRate Loans, to continue as such all or any portion (consisting of such Loan equal to $1,000,000 and or an integral multiples multiple thereof) of $100,000 in excess the aggregate principal amount of the LIBOR Rate Loans then outstanding, provided that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan Rate Loans or portions thereof may only be converted into a Base Rate Loan on Loans only upon the expiration date of an the current Interest Period applicable with respect thereto.
(ii) The Borrower Representative shall deliver a Notice of Conversion/Continuation Interest Rate Election to the Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoans) and at least three Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR LoanRate Loans). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation Interest Rate Election shall specify (ai) the proposed conversion/conversion or continuation date (which shall be a Business Day), (bii) whether a conversion or a continuation is desired, (iii) in the amount and Type case of a conversion to LIBOR Rate Loans, the requested first day of the Loan to be converted/continuedInterest Period, and (c) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR LoanRate Loans, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/ContinuationInterest Rate Election, the Borrower Representative may give the Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or continuation under this subsection 2.2D, section 1.7(d); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Interest Rate Election to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Agent on or before the day on which such telephonic notice is givendate of the proposed conversion or continuation. Upon receipt of written or telephonic notice of any proposed conversion/conversion or continuation under this subsection 2.2Dsection 1.7(d), the Administrative Agent shall promptly transmit a copy of such notice by telefacsimile facsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iviii) Each Lender Party shall be entitled to rely upon, and shall be fully protected under this Agreement in relying upon, any Notice of Interest Rate Election believed by the Administrative Agent to be genuine and to assume that the Person or Persons giving the same on behalf of the Borrowers were duly authorized to do so unless the responsible individual acting thereon for the Administrative Agent shall have acquired actual knowledge to the contrary. Neither the Administrative Agent nor any Lender shall incur any liability to either Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized Officer officer of the Borrower Representative or by any other person Person authorized to act on behalf of Borrower the Borrowers or otherwise for otherwise acting in good faith under this subsection 2.2Dsection 1.7(d), and upon or in effecting any conversion or continuation of the applicable basis for determining the interest rate with respect to the Loans or any Loans portion thereof in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereundernotice.
(viv) Except as otherwise provided in subsections 2.6Bsections 1.14(b), 2.6C (c) and 2.6G(g), a notice Notice of Interest Rate Election for a proposed conversion to, or a continuation of, a LIBOR Loan Rate Loans (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeirrevocable, and Borrower the Borrowers shall be bound to effect a the indicated conversion or continuation in accordance therewith.
(v) In the event that the Borrower Representative shall fail at any time to submit a Notice of Interest Rate Election to the Administrative Agent in accordance with paragraph (ii) above, or shall not be permitted to do so during the pendency of a Default or Event of Default as provided in such paragraph (ii) at a time when there are LIBOR Rate Loans outstanding hereunder, then all LIBOR Rate Loans then outstanding shall become Base Rate Loans upon the expiration of the Interest Period in effect at the time.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Grand Canal Shops Mall Construction LLC)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Acquisition Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, ; provided -------- that Loans converted to Eurodollar Loans shall be in each case an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in the applicable Minimum Amount therefor, excess of that amount; or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into --------- ------- a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 A.M. (New York City Charlotte, NC time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Sandhills Inc)
Conversion or Continuation. (i) Subject to this Section 2.4.3. and Sections 2.4.2. and 2.11., the provisions of subsection 2.6, Borrower shall have the option (ia) at any time, to convert at any time all or any part of its outstanding Term Base Rate Loans to LIBOR Rate Loans, (b) on the last day of the Interest Period applicable thereto, to (i) convert all or Revolving any part of its outstanding LIBOR Rate Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisBase Rate Loans, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of its LIBOR Rate Loans as Loans of the same Type, or (iii) to convert all or any part of its outstanding LIBOR Rate Loans to LIBOR Rate Loans of another Type; provided that, in the case of clause (a), (b) (ii) or (b)(iii), there does not exist a Default or an Event of Default at such time. If a Default or an Event of Default shall exist upon the expiration of the Interest Period applicable to any LIBOR Rate Loan, such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only automatically shall be converted into a Base Rate Loan. If the Borrower elects to convert or continue a Loan on the expiration date of an Interest Period applicable theretounder this Section 2.4.3.
(ii) Borrower , it shall deliver to the Agent a Notice of Continuation/Conversion substantially in the form of Exhibit E-3, duly completed and executed by a Responsible Officer (a "Notice of Continuation/Conversion/Continuation to Administrative Agent no "), (a) not later than 10:00 AM 11:00 a.m. (New York City California time) at least three LIBOR Business Days in advance of before the proposed conversion date (in or continuation date, if the case of a conversion Borrower proposes to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion toconvert into, or a continuation ofto continue, a LIBOR Loan). With respect to any LIBOR Rate Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), and (b) otherwise not later than 11:00 a.m. (California time) on the amount and Type of the Loan to be converted/continued, (c) the nature of Business Day next preceding the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingdate. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Continuation/Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on , the day on which such telephonic notice is given. Upon receipt of written or Borrower, through a Responsible Officer, may give the Agent telephonic notice of any proposed conversioncontinuation or conversion by the time a Notice of Continuation/continuation under this subsection 2.2DConversion would be required to be delivered and containing all information required therefor; provided, Administrative Agent shall promptly transmit however, that such notice shall be confirmed in writing by telefacsimile delivery of a Notice of Continuation/Conversion to the Agent on or electronic mail (before the proposed continuation or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any conversion date. The Lender Parties shall incur any no liability to the Borrower or the other Lender Parties in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized Responsible Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, Section 2.4.3. and upon conversion in converting or continuation of the applicable basis for determining the interest rate with respect to continuing any Loans in accordance with this Agreement Loan (or a part thereof) pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a notice. Any Notice of Conversion/Continuation (or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, and the Borrower shall be bound to effect a convert or continue in accordance therewith. If any request for the conversion or continuation of a Loan is not made in accordance therewithwith this Section 2.4.3., or if no notice is so given with respect to a LIBOR Rate Loan as to which the Interest Period expires, then such Loan automatically shall be converted into a Base Rate Loan.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Cotelligent Group Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6Section 2.6 and Section 2.1.B(i), the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Term Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Further, the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice submission by the required time Borrower of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on shall constitute a re-certification by the day on which such telephonic notice is given. Upon receipt Borrower, as of written or telephonic notice the date of any the proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as to the case may be, hereunder.
(v) matters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.6.B and 2.6G2.6.C, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a ) and the Administrative Agent shall promptly after receipt of such Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on notify the last day of the then-expiring Interest Period.
(iii) relevant Lenders thereof. A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be convertedcon- verted/continued, (ciii) the nature of the proposed conversionconver- sion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversionconver- sion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDED, HOWEVER, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City Los Angeles time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/conversion/ continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (ia) Subject to the provisions of subsection 2.6, The Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisLIBOR Rate Loans, in each case in the applicable Minimum Amount therefor, or (ii) upon to convert all or any part of outstanding LIBOR Rate Loans to Base Rate Loans on the expiration date of any the Interest Period applicable to a such LIBOR Loan, Rate Loans or (iii) to continue all or any portion part of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount outstanding LIBOR Rate Loans as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan Loans for an additional Interest Period on the expiration date of the Interest Period applicable to such outstanding LIBOR Rate Loans; provided that no Loan may be continued at the end of an Interest Period applicable theretoas, or converted into, a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing if the Required Banks shall have notified the Borrower through the Agent Bank that LIBOR Rate Loans shall not be available during such period.
(iib) In order to elect to convert or continue a Loan under this Section 2.10, the Borrower shall deliver a an irrevocable Notice of Conversion/Conversion or Continuation to Administrative the Agent Bank no later than 10:00 AM (A.M., New York City time, (i) at least three one (1) Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan, and (ii) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Conversion or Continuation shall specify (aw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (bx) the amount and Type of the Loan to be converted/converted or continued, (cy) the nature whether a conversion or continuation is requested, and if a conversion, into what Type of the proposed conversion/continuation, Loan and (dz) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon Promptly after receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Conversion or Continuation or telephonic notice) under this Section 2.10, the Agent Bank shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect provide each Bank with a conversion or continuation in accordance therewithcopy thereof.
Appears in 1 contract
Sources: Construction and Term Loan Agreement (NRG Generating U S Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Term Base Rate Loans to LIBOR Rate Loans; (B) to convert all or Revolving any part of outstanding LIBOR Rate Loans from having LIBOR Interest Periods which expire on the same date to Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of outstanding LIBOR Rate Loans having LIBOR Interest Periods which expire on the same date as LIBOR Rate Loans, and the succeeding LIBOR Interest Period of such continued Loans, shall commence on such expiration date; provided, however, no such outstanding Loan equal to may be continued as, or be converted into, a LIBOR Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.2 or (ii) if an Event of Default or Potential Event of Default has occurred and is continuing. Any conversion into or continuation of LIBOR Rate Loans under this Section 4.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount as amount, except in the case of a LIBOR Loan; PROVIDED, HOWEVER, that conversion into or a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date continuation of an Interest Period applicable theretoentire Borrowing of Non Pro Rata Loans outstanding at any one time.
(iii) To convert or continue a Loan under Section 4.1(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 AM 11:00 a.m. (New York City Boston time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Conversion/ Continuation shall specify (aA) the proposed conversion/continuation date (which shall be a Business Day), (bB) the principal amount and Type of the Loan to be converted/continued, (cC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (dD) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested LIBOR Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of Conversion/ Continuation, the above-described Borrower may give the Administrative Agent telephonic notice of any proposed conversion/ continuation by the time required under this Section 4.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation, Borrower may give Continuation to the Administrative Agent telephonic notice by facsimile transmission promptly, but in no event later than 12:00 p.m. (Boston time) on the required time same day. Promptly after receipt of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. under this Section 4.1(c)(ii) (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of any transmission, of the proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf continuation. Any Notice of Borrower or Conversion/Continuation for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery or telephonic notice in lieu thereof) given pursuant to this Section 4.1(c)(ii) shall be irrevocable, and the Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered at least three (3) Business Days in advance of the proposed conversion/continuation date with respect to outstanding LIBOR Rate Loans, upon the expiration of the LIBOR Interest Period applicable thereto, such Loans shall automatically be converted to Base Rate Loans. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then the Borrower shall be deemed to have submitted a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives with respect to the full amount of such notice, and Borrower shall be bound to effect LIBOR Loan requesting a conversion or continuation in accordance therewithBase Rate Loan.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from which are Base Rate Loans in an amount equal to the applicable Minimum Amount to Loans denominated in Dollars and bearing interest at a rate determined by reference to one basis the Adjusted Offshore Rate, (ii) to convert all or any part of its outstanding Term Loans bearing interest at a rate determined by reference or Revolving Loans which are Offshore Rate Loans denominated in Dollars to Base Rate Loans upon the expiration of the Interest Period applicable to such Offshore Rate Loans, (iii) to continue all or any part of its outstanding Term Loans or Revolving Loans which are Offshore Rate Loans denominated in Dollars in an alternative basis, in each case in amount equal to the applicable Minimum Amount thereforupon the expiration of the Interest Period applicable to such Offshore Rate Loans, or (iiiv) upon the expiration of any Interest Period applicable to a LIBOR an Offshore Currency Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount the applicable Minimum Amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base an Offshore Rate Loan on denominated in the expiration date of an Interest Period applicable theretosame Offshore Currency.
(iii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan, at least one Business Day in advance of the proposed conversion date, (ii) and in the case of a conversion to, or a continuation of, an Offshore Rate Loan denominated in Dollars, at least three Business Days in advance of the proposed conversion/continuation date date, and (iii) in the case of a conversion tocontinuation of Offshore Currency Loans, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day at least five Business Days in advance of the then-expiring Interest Period.
(iii) proposed continuation date. A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR an Offshore Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR an Offshore Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) , including, if applicable, Offshore Currency Funding Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.1F, 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR an Offshore Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Wavetek U S Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Term Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, LIBO Rate Loans; or (iiB) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any part of outstanding LIBO Rate Loans, in accordance with the terms of Section 4.01(a), having LIBO Rate Interest Periods which expire on the same date as LIBO Rate Loans, and the succeeding LIBO Rate Interest Period of such continued Loans shall commence on such expiration date; provided, however, that (I) no portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR any outstanding Loan may only be continued as (and shall be immediately converted into a Base Rate Loan), or be converted into, a LIBO Rate Loan if (x) such continuation or conversion would violate any of the provisions of Section 4.02 or (y) an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and (II) if the option set forth in clause (B) of this Section is not exercised, in accordance with the terms of Section 4.01(c)(ii), in respect of a LIBO Rate Loan, such LIBO Rate Loan shall convert automatically into a Base Rate Loan on the expiration final date of an the applicable LIBO Rate Interest Period applicable theretoPeriod.
(ii) To convert or continue a Loan under Section 4.01(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Funding Agent no later than 10:00 AM 11:00 a.m. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (aA) the proposed conversion/conversion or continuation date (which shall be a Business Day), (bB) the principal amount and Type of the Loan to be converted/converted or continued, (cC) the nature of the proposed conversion/continuation, whether such Loan shall be converted and/or continued and (dD) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested LIBO Rate Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, the Borrower may give Administrative the Funding Agent telephonic notice by the required time of any proposed conversion/conversion or continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), provided that Administrative and such notice shall be confirmed in writing delivered to the Funding Agent shall receive promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. under this Section 4.01(c)(ii) (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2Din lieu thereof), Administrative the Funding Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer telecopy, or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a proposed conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice . Any Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeirrevocable, and the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term LIBOR Rate Loans or Revolving to Base Rate Loans from at the end of then-current LIBOR Period therefor, (ii) to convert Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount thereforLIBOR Rate Loans, or (iiiii) upon to change or continue the expiration of any Interest LIBOR Period applicable to a LIBOR Loan, to continue all or any a portion of such the Term Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR LoanB Obligations; PROVIDEDprovided, HOWEVERhowever, that a (A) except as provided in SECTION 4.03, LIBOR Loan Rate Loans may only be converted into a Base Rate Loan Loans only on the expiration date last day of an Interest the LIBOR Period applicable thereto.
thereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (iiB) Borrower Term Loan B Obligations extended as, or converted into, LIBOR Rate Loans shall deliver be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01, and (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. Each such extension or conversion shall be effected by the Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 10:00 AM (prior to 1:00 p.m., New York City time) at least three , on the third Business Days in advance Day prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit N-2 hereto, specifying (x) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in y) the case Term Loan B Obligations to be so extended or converted, (z) the types of a conversion toTerm Loan B Obligations into which such Term Loan B Obligations are to be converted, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loanand, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderappropriate, Borrower shall be deemed to have elected to convert such (D) the applicable LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Periods with respect thereto. Each Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderirrevocable.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans Loan or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any Base Rate or LIBOR Loan, if Borrower fails Borrowers fail to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower Borrowers shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) Period and to continue any such Base Rate Loan as a Base Rate Loan, as applicable. A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.38 CREDIT AGREEMENT
Appears in 1 contract
Sources: Credit Agreement (La Quinta Corp)
Conversion or Continuation. (i) Minimum Amount Subject to the provisions of subsection Section 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its the outstanding Term Loans or Revolving Loans equal to $500,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower Conversion/Continuation Notice Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, Section 2.2(d); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on Administrative Agent before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, date. Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to notify each Lender.
(iv) Neither Administrative Agent nor Lender of any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $250,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 250,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Borrowers shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection Section 2.6, Borrower (i) Company shall have the option (i) to convert at on any time Business Day all or any part of its outstanding Term Loans or Revolving Loans under a single Tranche equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount amount; provided, however, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this Section 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable thereto.
(ii) Borrower of one month; and provided, further, no partial conversion of a borrowing of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such borrowing to less than $5,000,000. Borrowings of LIBOR Loans resulting from this Section 2.2D shall be limited in number as provided in Section 2.1B. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent at the Notice Office no later than 10:00 AM 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection Section 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection Section 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6G2.6F, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Alliance HealthCare Services, Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to subsection 2.6D. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor Lender of any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect Loan subject to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding out standing Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be -------- ------- converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower to such Eurodollar Rate Loan. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City Chicago time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Conversion/ Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice -------- shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Price Communications Wireless Inc)
Conversion or Continuation. (i) Subject to the other provisions of subsection 2.6this Agreement, Borrower including, without limitation, satisfying the conditions set forth in Section 3, Borrowing Agent shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans from Base Rate Loans to LIBOR Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR LoanLoans, to (a) continue all of the LIBOR Loans or any portion (b) convert all of such Loan equal the LIBOR Loans to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Loans. The succeeding Interest Period applicable thereto.
(iiPeriod(s) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, continued or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower converted Loans shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan commence on the last day of the then-expiring Interest PeriodPeriod of the Loans to be continued or converted; provided that the Loans may not be continued as, or be converted into, LIBOR Loans, when any Event of Default or Default has occurred and is continuing. Any such conversion or continuation of the Term Loans shall be of the entire outstanding principal amount under all Term Loans so that at all times either (i) all Term Loans are LIBOR Loans or (ii) all Term Loans are Base Rate Loans.
(iii) A Notice of Conversion/Continuation shall specify (a1) the proposed conversion/continuation date (which shall be a Business Day), ;
(b) the amount and Type of the Loan to be converted/continued, (c2) the nature of the proposed conversion/continuation, ; (d3) in the case of a conversion to, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and ; (e4) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (5) that all conditions to make Loans as set forth in Section 3 have been satisfied. In lieu of delivering the above-described a Notice of ConversionBorrowing with respect to any such conversion/Continuationcontinuation, Borrower Borrowing Agent may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(D) (in such telephonic notice Borrowing Agent shall certify to the items set forth above with respect to the Notice of Borrowing); provided that Administrative Agent such telephonic notice shall receive be promptly confirmed in writing by delivery of a Notice of ConversionBorrowing (in form and substance described herein) with respect to such conversion/Continuation continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2Ddate. Once given, Administrative Borrowers shall be bound by such telephonic notice. Upon the expiration of an Interest Period for LIBOR Loans, in the absence of a new Notice of Borrowing or a telephonic notice submitted to Agent not less than three (3) Business Days prior to the end of such Interest Period, all LIBOR Loans shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) be automatically converted to each Lender.
(iv) Base Rate Loans. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower or any other Loan Party in acting upon any telephonic notice or a Notice of Borrowing referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer an officer or other person authorized to act on behalf of Borrower Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder2.2(D).
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the other provisions of subsection 2.6this Agreement, Borrower including, without limitation, satisfying the Conditions set forth in Section 3, Borrowers shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, to (a) continue all or any portion of such LIBOR Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a Loan or (b) convert all or any portion of such LIBOR Loan may only be converted into to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the expiration date last day of an the Interest Period applicable thereto.
(ii) Borrower of the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan, when any Event of Default or Default has occurred and is continuing. Borrowers shall deliver a Notice of ConversionBorrowing with respect to any such conversion/Continuation continuation to Administrative Agent no later than 10:00 AM 12 p.m. (noon) New York City time) time at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case date. The Notice of a conversion to, or a continuation of, a LIBOR Loan). With Borrowing with respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed such conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
certify: (iii) A Notice of Conversion/Continuation shall specify (a1) the proposed conversion/continuation date (which shall be a Business Day), ; (b2) the amount and Type of the Loan to be converted/continued, ; (c3) the nature of the proposed conversion/continuation, ; (d4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and ; (e5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (6) that all conditions to make Loans as set forth in Section 3 and in the Conditions Rider have been satisfied. In lieu of delivering the above-described a Notice of ConversionBorrowing with respect to any such conversion/Continuationcontinuation, Borrower the Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(D) (in such telephonic notice such Borrower shall certify to the items set forth above with respect to the Notice of Borrowing); provided that Administrative Agent such telephonic notice shall receive be promptly confirmed in writing by delivery of a Notice of ConversionBorrowing (in form and substance described herein) with respect to such conversion/Continuation continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2Ddate. Once given, such Borrower shall be bound by such telephonic notice. Upon the expiration of an Interest Period for a LIBOR Loan, in the absence of a new Notice of Borrowing or a telephonic notice submitted to Administrative Agent not less than three (3) Business Days prior to the end of such Interest Period, the LIBOR Loan then maturing shall promptly transmit such notice by telefacsimile be automatically converted to a Base Rate Loan. No Agent or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice or a Notice of Borrowing referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer an officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder2.2(D).
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Loan and Security Agreement (Sun Healthcare Group Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) ; provided, further, that Revolving Discretionary Loans may not be converted into Eurodollar Rate Loans. Company and the Borrower who requested the applicable Loan shall deliver a Notice of Conversion/Continuation signed by the chief financial officer of Company and an officer of such Borrower to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Company and the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation signed by the chief financial officer of Company and an officer of such Borrower to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining Loan subject to the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.
Appears in 1 contract
Sources: Credit Agreement (Arris Group Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Base Rate Loans to LIBOR Rate Loans in a minimum amount of Five Hundred Thousand Dollars ($500,000), (ii) to convert at any time all or Revolving any part of its outstanding LIBOR Rate Loans from to Base Rate Loans bearing interest at in a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount thereforminimum amount of One Hundred Thousand Dollars ($100,000), or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR LoanRate Loan in a minimum amount of Five Hundred Thousand Dollars ($500,000); PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to notify the Lenders of each Lender.
(iv) Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Loan shall be deemed to be continued, on the last day of the then current Interest Period, as a LIBOR Loan with an Interest Period of one month and thereafter shall bear interest as such. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.
Appears in 1 contract
Conversion or Continuation. (ia) Subject to the provisions of subsection 2.6Section 3.3, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Revolving Loans, in a minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, from Reference Rate Loans to LIBOR Loans; (ii) to convert all or any part of its outstanding Revolving Loans from LIBOR Loans bearing interest at a rate determined by reference to one basis to Reference Rate Loans bearing interest at a rate determined by reference to an alternative basis, in each case in on the expiration of the Interest Period applicable Minimum Amount therefor, or thereto; and (iiiii) upon the expiration of any Interest Period applicable to a any outstanding LIBOR Loan, to continue all or any portion of such LIBOR Loan equal to $1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan, as applicable; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan no outstanding Loans may only be converted into a Base Rate Loan on the expiration date into, or continued as, LIBOR Loans when any Default or Event of an Interest Period applicable theretoDefault has occurred and is continuing.
(iib) Whenever a Borrower elects to convert or continue Loans under this Section 3.2, such Borrower shall deliver to the Collateral Agent a written notice substantially in the form of that attached hereto as Exhibit E (a "Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation"), signed by an authorized officer of such Borrower (i) no later than 10:00 AM a.m. (New York City Chicago, Illinois time) at least three two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a Base into Reference Rate LoanLoans, and (ii) and at least no later than 10:00 a.m (Chicago, Illinois time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A The Notice of Conversion/Continuation shall specify (a1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (b2) the amount and Type type of the Loan Loans to be converted/converted or continued, (c3) the nature of the proposed conversion/requested conversion or continuation, and (d4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (e) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm this Section 3.2(b), the Collateral Agent shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that a Borrower should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such telephonic notice no later than 2:00 P.M. (New York City time) Loans shall, on the last day on which of the Interest Period with respect to such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DLoans, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) convert to each LenderReference Rate Loans.
(ivc) Neither Administrative The officers of a Borrower authorized to request Revolving Loans on behalf of such Borrower shall also be authorized to request a conversion or continuation on behalf of such Borrower. The Collateral Agent nor shall be entitled to rely on such officers' authority until the Collateral Agent is notified to the contrary in writing pursuant to Section 2.2(c). The Collateral Agent shall have no duty to verify the identity of any Lender individual representing himself as one of the officers authorized to make such request on behalf of a Borrower. The Collateral Agent shall incur any no liability to either Borrower in acting upon any telephonic notice referred to above that Administrative in this Section 3.2, which notice the Collateral Agent believes in good faith to have been given by a duly authorized Officer or other person an officer authorized to act make such requests on behalf of Borrower the applicable Borrower, or for otherwise acting in good faith under this subsection 2.2DSection 3.2 and, upon such conversion or continuation by the Collateral Agent and upon the Lenders in accordance with this Agreement, such Borrower shall have effected the conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(vd) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Any Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) Loans made pursuant to this Section 3.2 shall be irrevocable once Administrative Agent receives such notice, and the applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, The Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term LIBOR Rate Loans or Revolving to Base Rate Loans from at the end of then-current LIBOR Period therefor, (ii) to convert Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount thereforLIBOR Rate Loans, or (iiiii) upon to change or continue the expiration of any Interest LIBOR Period applicable to a LIBOR Loan, to continue all or any a portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loanthe Loans; PROVIDEDprovided, HOWEVERhowever, that a (A) except as provided in SECTION 4.03, LIBOR Loan Rate Loans may only be converted into a Base Rate Loan Loans only on the expiration date last day of an Interest the LIBOR Period applicable thereto.
thereto unless the Borrower agrees to pay all amounts due pursuant to SECTION 4.02, (iiB) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for a LIBOR Period of one month; and (D) no Base Rate Loans may be converted to LIBOR Rate Loans if any Event of Default is then continuing. Each such extension or conversion shall be effected by the Borrower shall deliver by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 10:00 AM (prior to 1:00 p.m., New York City time) at least three , on the third Business Days in advance Day prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit N-2 hereto, specifying (x) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in y) the case Loans to be so extended or converted, (z) the types of a conversion toLoans into which such Loans are to be converted, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loanand, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderappropriate, Borrower shall be deemed to have elected to convert such (D) the applicable LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Periods with respect thereto. Each Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingirrevocable. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice The Borrower shall have effected a conversion or continuation, as the case may be, hereunderno more than ten (10) LIBOR Rate Loans outstanding at any one time.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Superpriority Debtor in Possession Credit Agreement (James River Coal CO)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.62.7, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans a Loan bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an the alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any an Interest Period applicable to a Loan bearing interest at the LIBOR LoanRate, to continue all or any portion of such a Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) ; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent Lender no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(d); provided, provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Lender on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2Ddate, Administrative Agent and provided, further, that no more than five LIBOR Rate Loans shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor be outstanding at any one time. Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent Lender believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans a Loan in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B2.7(b), 2.6C 2.7(c) and 2.6G2.7(g), a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection SECTION 2.6, Borrower shall have the option (iA) to convert at any time all or any part of its the outstanding Term Loans equal to $5,000,000 or Revolving Loans a greater integral multiple of $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (iiB) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan (together with other Loans) equal to $1,000,000 and 5,000,000 or a greater integral multiples multiple of $100,000 in excess of that amount 1,000,000 as a LIBOR Eurodollar Rate Loan; PROVIDED, HOWEVER, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 a.m. (New York City Dallas, Texas time) at least three one (1) Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (aA) the proposed conversion/continuation date (which shall be a Business Day), (bB) the amount and Type type of the Loan to be converted/continued, (cC) the nature of the proposed conversion/continuation, (dD) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (eE) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent SECTION 2.2(d); PROVIDED THAT such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderdate.
(iviii) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2DSECTION 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(viv) Except as otherwise provided in subsections 2.6BSECTIONS 2.6(b), 2.6C 2.6(c), and 2.6G2.6(g), a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.. CREDIT AGREEMENT
Appears in 1 contract
Sources: Credit Agreement (Trammell Crow Co)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $3 million and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR LIBO Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3 million and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR LIBO Rate Loan; PROVIDEDprovided, HOWEVERhowever, that (i) a LIBOR LIBO Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche B Term Loans or Revolving Loans equal to $1,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR an Adjusted Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR an Adjusted Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR an Adjusted Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR an Adjusted Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR an Adjusted Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR an Adjusted Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.proposed
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term B Loans, Supplemental Term Loans, LC Facility Loans or Revolving Loans equal to $2,500,000 and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to notify each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining Loan subject to the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.
Appears in 1 contract
Sources: Credit Agreement (Brand Services)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding AXELs, Additional Term Loans or Revolving Loans equal to at least $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to at least $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, continuation and (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conver- sion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C 2.6B and 2.6G2.6C, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Rose Hills Co)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 a.m. (New York City Pacific time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent shall receive on or before the proposed conversion/continuation date. If Borrower fails to deliver a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice LIBOR Rate Loan as described above, Borrower shall be deemed to have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, elected to convert such Loan to a LIBOR Rate Loan (whether by delivery with an Interest Period of one month. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.
Appears in 1 contract
Sources: Credit Agreement (Thoratec Corp)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan Loans -------- ------- may only not be continued as or converted into a Base to Eurodollar Rate Loan on the expiration date of Loans with an Interest Period applicable thereto.
(ii) Borrower longer than one month prior to the end of the Initial Period. Company shall deliver a Notice of Conversion/Continuation at any time after the Closing Date to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Conversion/ Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/conversion/ continuation under this subsection 2.2D, ; provided that Administrative Agent such notice -------- shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/ Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Anthony Crane Holdings Capital Corp)
Conversion or Continuation. (ia) Subject to the provisions of subsection 2.6SECTION 4.5, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans equal to $1,000,000 and integral multiples of $200,000 in excess of that amount from a Reference Rate Loan to a LIBOR Rate Loan; (ii) to convert all or Revolving any part of its outstanding Loans equal to $1,000,000 and integral multiples of $200,000 in excess of that amount from Loans bearing interest at a rate determined by reference LIBOR Rate Loan to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in Reference Rate Loan on the expiration date of any Interest Period applicable Minimum Amount therefor, thereto; or (iiiii) upon the expiration of any the Interest Period applicable with respect to a any LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 200,000 in excess of that amount as a LIBOR Rate Loan, and the succeeding Interest Period(s) of such continued Loan shall commence on the expiration date of the Interest Period applicable thereto; PROVIDED, HOWEVER, that a LIBOR that, notwithstanding the foregoing, no outstanding Loan may only be continued as, or be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation ofinto, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential when any Event of Default or Unmatured Event of Default has occurred and is continuing. .
(b) In lieu of delivering the above-described event Borrower shall elect to convert or continue a Loan under SECTION 4.4(A), Borrower shall deliver to Lender a Notice of Conversion/ContinuationLIBOR Activity by 10:00 A.M., Borrower may give Administrative Agent telephonic notice by Chicago time three (3) Business Days prior to, but in any event not more than five (5) Business Days prior to, the required time of any proposed conversion/continuation under date. Upon conversion or continuation by Lender in accordance with this subsection 2.2D, provided that Administrative Agent shall receive a Agreement pursuant to any Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on LIBOR Activity, Borrower shall have effected the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderof Loans hereunder.
(ivc) Neither Administrative Agent nor any The officers and employees of Borrower authorized to request a Loan on behalf of Borrower shall also be authorized to request a conversion/continuation on behalf of Borrower. Lender shall not incur any liability to Borrower in acting upon any telephonic oral notice referred to above that Administrative Agent which Lender believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or such other obligor or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunderSECTION 4.4.
(vd) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Any Notice of a proposed LIBOR Activity for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic including any such oral notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000500,000 and integral multiples of $1,000,000100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000500,000 and integral multiples of $100,000 1,000,000100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVERprovided, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance (subject to the last paragraph of subsection 2.2B) of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of Loan or a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a specify an Interest Period for any Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation as described above Continuation, or if Borrower shall not have given notice in accordance with this Section 2.2D to continue any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderLIBOR Loan into a subsequent Interest Period or to convert such LIBOR Loan, Borrower shall be deemed to have elected selected an Interest Period of one month with respect to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Periodapplicable Loan.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (ia) Subject to the provisions of subsection 2.6Section 3.3, Borrower (i) the Borrowers shall have the option (i) to convert at any time all or any part of its the outstanding Term Post-Petition Revolving Loans, in a minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess of that amount, from Base Rate Loans to LIBOR Loans at any time; (ii) the Borrowers shall have the option to convert all or any part of the outstanding Post-Petition Revolving Loans from LIBOR Loans bearing interest at a rate determined by reference to one basis to Base Rate Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon on the expiration of any the Interest Period applicable thereto; and (iii) the Borrowers shall have the option, on the expiration of the Interest Period applicable to a any outstanding LIBOR Loan, to continue all or any portion of such LIBOR Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 5,000,000 in excess of that amount amount, as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan no outstanding Loans may only be converted into a Base Rate Loan on or continued as LIBOR Loans when any Default or Event of Default has occurred and is continuing. Any conversion or continuation made with respect to less than the expiration date entire outstanding balance of an Interest Period applicable theretothe Post-Petition Revolving Loans must be applied pro rata to the Revolving Loans, according to the outstanding principal balance of each Revolving Loan.
(iib) Borrower Whenever the Borrowers elect to convert or continue Loans under this Section 3.2, the Parent, for itself or as agent for the Borrowers, shall deliver to the Agent a written notice substantially in the form of that attached hereto as Exhibit F (a "Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation"), signed by an authorized officer of the Parent (i) no later than 10:00 AM 11:00 a.m. (New York City San Francisco, California time) at least three two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least three no later than 11:00 a.m (San Francisco, California time) four (4) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A The Notice of Conversion/Continuation shall specify (a1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (b2) the amount and Type type of the Loan Loans to be converted/converted or continued, (c3) the nature of the proposed conversion/requested conversion or continuation, and (d4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (e) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm this Section 3.2(b), the Agent shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that the Parent should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such telephonic notice no later than 2:00 P.M. (New York City time) Loans shall, on the last day on which of the Interest Period with respect to such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DLoans, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) convert to each LenderBase Rate Loans.
(ivc) Neither Administrative The officers of the Parent authorized to request Revolving Loans for the Parent or on behalf of either or both of the other Borrowers shall also be authorized to request a conversion or continuation for the Borrowers. The Agent nor shall be entitled to rely on such officers' authority until the Agent is notified to the contrary in writing pursuant to Section 2.2(c). The Agent shall have no duty to verify the identity of any Lender individual representing himself as one of the officers authorized to make such request on behalf of the Parent. The Agent shall incur any no liability to any Borrower in acting upon any telephonic notice referred to above that Administrative in this Section 3.2, which notice the Agent believes in good faith to have been given by a duly authorized Officer or other person an officer authorized to act make such requests on behalf of Borrower the Borrowers, or for otherwise acting in good faith under this subsection 2.2DSection 3.2 and, upon such conversion or continuation by the Agent and upon the Lenders in accordance with this Agreement, the Borrowers shall have effected the conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(vd) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Any Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) Loans made pursuant to this Section 3.2 shall be irrevocable once Administrative Agent receives such notice, and Borrower the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Sources: Loan and Security Agreement (Laclede Steel Co /De/)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower thereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D; provided, further that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no not later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of any Loan subject to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.
Appears in 1 contract
Conversion or Continuation. (ia) Subject The Borrower may, upon irrevocable written notice to the provisions Lender in accordance with Section 2.5(b) elect, as of subsection 2.6any Business Day, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisthe Base Rate Loans, in each either case in the applicable Minimum Amount therefor, or (ii) upon the expiration a minimum amount of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and in integral multiples of $100,000 in excess thereof, into LIBOR Loans; or (ii) elect, as of that the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day or any part thereof, in either case in the minimum amount and in integral multiples as a LIBOR Loanspecified above; PROVIDEDprovided, HOWEVERhowever, that a (a) if at any time the aggregate amount of any LIBOR Loan may only is reduced, by payment, prepayment, or conversion of part thereof to be converted less than $500,000 such LIBOR Loan shall automatically convert into a Base Rate Loan Loans, and on and after such date the expiration date right of an Interest Period applicable theretothe Borrower to convert such Loans into LIBOR Loans, as the case may be shall terminate and (b) there shall be no more than six (6) LIBOR Loans outstanding at any one time.
(iib) Whenever the Borrower elects to convert or continue Loans under this Section 2.5, the Borrower shall deliver to the Lender a Notice of Continuation/Conversion/Continuation to Administrative Agent , signed by an Authorized Officer of the Borrower: (i) no later than 10:00 AM 11:00 a.m. (New York City Pacific time) at least three two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 11:00 a.m. (Pacific time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A The Notice of Conversion/Continuation shall specify specify: (a1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (b2) the amount and Type type of the Loan Loans to be converted/converted or continued, (c3) the nature of the proposed conversion/requested conversion or continuation, and (d4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (e) in . If the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive fails to provide a Notice of ConversionContinuation/Continuation Conversion for any LIBOR Loans as provided above, such Loans shall convert to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Base Rate Loans on the last day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderthe Interest Period therefor.
(ivc) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf Any Notice of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement Continuation/Conversion made pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) this Section 2.5 shall be irrevocable once Administrative Agent receives such notice, and the Borrower shall be bound to effect a conversion continue or continuation convert the Loan specified therein in accordance therewith.
Appears in 1 contract
Sources: Loan and Security Agreement (Film Department Holdings, Inc.)
Conversion or Continuation. (ia) Subject to the provisions of subsection 2.6Paragraph 4 hereof, the Borrower shall have the option (i1) to convert at any time all or any part (but not part) of its the outstanding Term Loans or Revolving Loans balance of the Loan from Loans bearing interest at a rate determined by reference the Prime Rate Option to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, LIBO Rate Option; or (ii2) to convert at any time all (but not part) of the outstanding balance of the Loan from the LIBO Rate Option to the Prime Rate Option; or (3) upon the expiration of any Interest Period applicable to a LIBOR LoanPeriod, to continue all or any portion (but not part) of such the Loan equal to $1,000,000 under the LIBO Rate Option, and integral multiples the succeeding Interest Period of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR the continued Loan may only be converted into a Base Rate Loan shall commence on the expiration date of an the Interest Period applicable thereto; provided, however, that the Loan may not be continued at, or be converted into, the LIBO Rate Option when any Event of Default has occurred and is continuing.
(iib) In the event the Borrower shall elect to convert or continue the Loan under this Paragraph 2(ii), the Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent the Lender no later than 10:00 AM 12:00 NOON (New York, New York City time) at least three Business Days in advance of (1) on the proposed conversion date (date, in the case of a conversion to a Base the Prime Rate LoanOption, and (2) and at least three on the Business Day which is two Business Days in advance of the proposed conversion/continuation date (date, in the case of a conversion to, or a continuation of, a LIBOR Loan)at the LIBO Rate Option. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (aA) the proposed conversion/continuation date (which shall be a Business Day), ) and (bB) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuinginterest rate option. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Lender telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DParagraph 2(ii)(b); provided, Administrative Agent shall promptly transmit however, that such notice shall be confirmed in writing by telefacsimile delivery to the Lender promptly (but in no event later than the proposed conversion/continuation date) of a Notice of Conversion/Continuation. In the event the Borrower fails to provide the Lender with the requisite Notice of Conversion/Continuation for a conversion to, or electronic mail (a continuation of, the Loan, said Loan shall automatically be converted to, or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinue at, the LIBO Rate Option.
(ivc) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf Any Notice of Borrower or Conversion/Continuation for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR the Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, and the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Sources: Secured Commercial Mortgage Loan Note (Kensey Nash Corp)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.62.7, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative the other basis, ; provided that any such conversion of Prime Rate Loans into LIBOR Rate Loans shall be in each case amounts of $1,000,000 and integral multiples of $500,000 in the applicable Minimum Amount therefor, excess thereof or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR LoanRate Loan having a particular Interest Period; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Prime Rate Loan on (i) the expiration date of an Interest Period applicable thereto.
thereto or (ii) Borrower any other date, provided that Company reimburses Agent for all costs incurred pursuant to subsection 2.7D herein. There shall be no more than seven LIBOR Rate Loans outstanding at any time. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 2:00 p.m. (New York City Boston time) at least three on the Business Days in advance of Day prior to the proposed conversion conversion/continuation date (in the case of a conversion to a Base Prime Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/conversion/ continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent facsimile or telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.3D; provided that Administrative Agent such telephonic notice shall receive be immediately confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is givenAgent. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any facsimile or telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D2.3D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such facsimile or telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B2.7B, 2.6C 2.7C and 2.62.7G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or facsimile or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeirrevocable, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to notify the Lenders of each Lender.
(iv) Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection Section 2.6, the Borrower shall have the option (i) to convert at any time all or any part of its their outstanding Term Loans equal to the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount from Base Rate Loans to SOFR Loans (or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, vice versa) or (ii) upon the expiration of any Interest Period applicable to a LIBOR SOFR Loan, to continue all or any portion of such Loan equal to $1,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR SOFR Loan may only be converted into a Base Rate Loan on the expiration date of an for another permissible Interest Period applicable thereto.
(ii) Period. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 10:00 AM 1:00 p.m. (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three U.S. Government Securities Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount amount, Type and Type Class of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, the requested Interest Period, Period and (ev) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu Each conversion or continuance shall be made ratably among the Lenders holding the Loans comprising the affected Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.2D to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.2D to convert such Borrowing), such Borrowing shall, at the end of delivering the above-described Notice Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a Base Rate Loan. If the Borrower fails to specify the Type of Conversion/ContinuationLoan the applicable Borrowing is to be converted into or continued as, Borrower may give Administrative Agent telephonic notice by then the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent applicable Borrowing shall receive be deemed to have been requested to be converted into or continued as a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on Base Rate Loan. Neither the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, Sections 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR any SOFR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such noticeirrevocable, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term LIBOR Rate Loans or Revolving to Base Rate Loans from at the end of then-current LIBOR Period therefor, (ii) to convert Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount thereforLIBOR Rate Loans, or (iiiii) upon to change or continue the expiration of any Interest LIBOR Period applicable to a LIBOR Loan, to continue all or any a portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loanthe Loans; PROVIDEDprovided, HOWEVERhowever, that a (A) except as provided in SECTION 4.03, LIBOR Loan Rate Loans may only be converted into a Base Rate Loan Loans only on the expiration date last day of an Interest the LIBOR Period applicable thereto.
thereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (iiB) Borrower Revolving Advances extended as, or converted into, LIBOR Rate Loans shall deliver be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01 (e), and (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. Each such extension or conversion shall be effected by the Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 10:00 AM (prior to 1:00 p.m., New York City time) at least three , on the third Business Days in advance Day prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit N-2 hereto, specifying (x) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in y) the case Revolving Advances to be so extended or converted, (z) the types of a conversion toLoans into which such Loans are to be converted, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loanand, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderappropriate, Borrower shall be deemed to have elected to convert such (D) the applicable LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Periods with respect thereto. Each Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingirrevocable. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower The Borrowers shall have effected a conversion or continuation, as the case may be, hereunderno more than five (5) LIBOR Rate Loans outstanding at any one time.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, The Borrower shall have the option (i1) to convert at any time all or any part of its outstanding Term LIBOR Rate Loans to Alternate Base Rate Loans at the end of the then-current Interest Accrual Period therefor, (2) to convert Alternate Base Rate Loans to LIBOR Rate Loans or Revolving (3) to change or continue the LIBOR Period applicable to all or a portion of the Loans; provided, however, that (i) except as provided in Section 4.04, LIBOR Rate Loans from may be converted into Alternate Base Rate Loans bearing interest at a rate determined by reference only on the last day of the Interest Period applicable thereto unless the Borrower agrees to one basis pay all amounts due pursuant to Loans bearing interest at a rate determined by reference to an alternative basisSection 4.03, in each case in the applicable Minimum Amount therefor, or (ii) upon Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the expiration terms of the definition of “Interest Accrual Period” set forth in Section 1.01, and (iii) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an Interest Accrual Period shall be deemed to be a request for an Interest Accrual Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a written notice (or telephone notice promptly confirmed in writing) (a “Notice of Conversion/Continuation”) to the Administrative Agent prior to 12:00 a.m., New York City time, on the third LIBOR Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit B-2 hereto, specifying (A) the date of the proposed extension or conversion, (B) the Loans to be so extended or converted, (C) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable Interest Accrual Periods with respect thereto. Each Notice of Conversion/Continuation shall be irrevocable. So long as there is no Default or Event of Default, in the event the Borrower does not request extension or conversion of any Interest Period applicable to a LIBOR LoanRate Loan in accordance with this Section, to continue all or any portion of such conversion or extension is not required by this Section, then such LIBOR Rate Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount shall be continued as a LIBOR Loan; PROVIDEDRate Loan (with an Interest Accrual Period of one month) at the end of each Interest Accrual Period applicable thereto, HOWEVER, that a until the Borrower selects an alternate Interest Accrual Period or converts such Loans to Alternate Base Rate Loans. In the event any LIBOR Loan may only Rate Loans are not permitted to be converted into a another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loan on Loans at the expiration date end of an the applicable Interest Accrual Period applicable with respect thereto.
(ii) Borrower . The Administrative Agent shall deliver give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan. Promptly after receipt of a Notice of Conversion/Continuation to under this Section 4.01(d), the Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion toshall notify each Lender by telex or telecopy, or a continuation ofother similar form of transmission, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Any Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such noticeirrevocable, and the Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Oppenheimer Holdings Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $3,000,000 and multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR Loans, (ii) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $500,000 and multiples of $100,000 in excess of that amount from LIBOR Loans bearing interest at a rate determined by reference to one basis to Base Rate Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 9:00 A.M. (New York City San Francisco time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining Loan subject to the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6Section 2.6 hereof, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans made to the Bor- rower from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, in each case in (ii) to convert at any time all or any part of outstanding Line of Credit Advances made to the applicable Minimum Amount thereforBorrower from Line of Credit Advances bearing interest at a rate determined by reference to one basis to Line of Credit Advances bearing interest at a rate determined by reference to an alternative basis, or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR LoanRate Loan made to the Borrower, to continue all or any portion of such LIBOR Rate Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan, and the succeeding Interest Period of such contin- ued LIBOR Rate Loan shall commence on the last day of the current Interest Period with re- spect thereto; PROVIDED, HOWEVER, provided however that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest the Inter- est Period applicable thereto.
(ii) . The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 AM 10:30 A.M. (New York City Louisville, Kentucky time) at least three on the same Business Days Day in advance of the proposed conversion pro- posed conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of ConversionConver- sion/Continuation shall specify (ai) the proposed pro- posed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Revolving Loan or the Line of Credit Advance to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, the Borrower may give Administrative Agent the Banks telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, Section 2.2(d); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversionconver- sion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative the Agent nor any Lender the Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized an Authorized Officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2DSection 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or any Line of Credit Advances made to the Borrower in accordance with this Loan Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6BSections 2.6(b), 2.6C 2.6(c) and 2.6G2.6(g) hereof, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticetele- phonic notice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, irre- vocable on and after the related Interest Rate Determination Date and the Borrower shall be bound to effect a the conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Term Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans; (B) to convert all or Revolving any part of outstanding Fixed Rate Loans from having Interest Periods which expire on the same date to Floating Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans, and the succeeding Interest Period of such continued Fixed Rate Loans shall commence on such expiration date; provided, however, no outstanding Loan equal to may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such a Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of $1,000,000 5,000,000 and in integral multiples of $100,000 250,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretoamount.
(ii) Borrower To convert or continue a Loan under Section 4.01(c)(i), the Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 AM 11:00 a.m. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (aA) the proposed conversion/continuation date (which shall be a Business Day), (bB) the principal amount and Type of the Loan to be converted/continued, (cC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (dD) in the case of a conversion to, or a continuation of, a LIBOR Fixed Rate Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer telecopy, or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon conversion or continuation of the applicable basis proposed conversion/continuation. Any Notice of Conversion/Continuation for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeirrevocable, and Borrower the Borrowers shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (ia) Subject to the provisions of subsection 2.6Section 2.07, on any Payment Date or ------------ Interest Payment Date, as applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans, from Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a LIBOR Loan, Base Rate Loans; and (iii) to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount LIBOR Loans as a LIBOR LoanLoans; PROVIDEDprovided, HOWEVER-------- however, that a LIBOR Loan no outstanding Loans may only be converted into into, or continued as, LIBOR ------- Loans when any Default or Event of Default has occurred and is continuing. Any conversion or continuation made with respect to less than the entire outstanding balance of a Base Rate Loan on Borrower's Revolving Loans or Term Loans must be applied pro rata to such Borrower's Revolving Loans or Term Loans, as applicable, according to the expiration date outstanding principal balance of an Interest Period applicable theretosuch Revolving Loans or Term Loans.
(iib) Whenever a Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall deliver to the Administrative Agent a ------------ written notice substantially in the form of that attached hereto as Exhibit H-2 ----------- (a "Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation"), signed by an authorized officer of such Borrower (i) no later than 10:00 AM a.m. (New York City time) at least three (3) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m. (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A The Notice of Conversion/Continuation shall specify (a1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (b2) the amount and Type type of the Loan Loans to be converted/converted or continued, (c3) the nature of the proposed conversion/requested conversion or continuation, and (d4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (e) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on this Section 2.06(b), the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative --------------- Agent shall promptly transmit such notice notify the Revolving Lenders or Term Lenders, as applicable, by telefacsimile or electronic mail (or by telecopy, telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon of the requested conversion or continuation continuation. In the event that a Borrower should fail to provide a Notice of the applicable basis for determining the interest rate Conversion/Continuation with respect to any LIBOR Loans in accordance as provided above, such Loans shall, on the last day of the Interest Period with this Agreement pursuant respect to any such telephonic notice Borrower shall have effected a conversion or continuationLoans, as the case may be, hereunderconvert to Base Rate Loans.
(vc) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Any Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) Loans made pursuant to this Section 2.06 shall be irrevocable once Administrative Agent receives such notice, ------------ and the applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans equal to $3,000,000 (or $1,000,000 in the case of Revolving Loans Loans) and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan or HIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan or HIBOR Rate Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Eurodollar Rate Loan or HIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . The Borrower shall deliver a Notice of Conversion/Continuation Notice to the Administrative Agent no later than 10:00 AM 1:00 p.m. (New York City Eastern time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three five Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan or HIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of A Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan or HIBOR Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan or HIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/ContinuationContinuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Notice to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) . Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed Conversion/Continuation Notice for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan or a HIBOR Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (ia) Subject to the -------------------------- provisions of subsection 2.6Section 2.07, on any Payment Date or Interest Payment Date, as ------------ applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans, from Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a LIBOR Loan, Base Rate Loans; and (iii) to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount LIBOR Loans as a LIBOR LoanLoans; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan no -------- ------- outstanding Loans may only be converted into a Base Rate Loan on the expiration date into, or continued as, LIBOR Loans when any Default or Event of an Interest Period applicable theretoDefault has occurred and is continuing.
(iib) Whenever a Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall deliver to the Administrative Agent a ------------ written notice substantially in the form of that attached hereto as Exhibit H-2 ----------- (a "Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation"), signed by an authorized officer of such Borrower (i) no later than 10:00 AM a.m. (New York City time) at least three (3) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A The Notice of Conversion/Continuation shall specify (a1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (b2) the amount and Type type of the Loan Loans to be converted/converted or continued, (c3) the nature of the proposed conversion/requested conversion or continuation, and (d4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (e) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on this Section 2.06(b), the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative --------------- Agent shall promptly transmit such notice notify the Lenders by telefacsimile or electronic mail (or by telecopy, telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf similar form of Borrower or for otherwise acting in good faith under this subsection 2.2Dtransmission, and upon of the requested conversion or continuation continuation. In the event that a Borrower should fail to provide a Notice of the applicable basis for determining the interest rate Conversion/Continuation with respect to any LIBOR Loans in accordance as provided above, such Loans shall, on the last day of the Interest Period with this Agreement pursuant respect to any such telephonic notice Borrower shall have effected a conversion or continuationLoans, as the case may be, hereunderconvert to Base Rate Loans.
(vc) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Any Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) Loans made pursuant to this Section 2.06 shall be irrevocable once Administrative Agent receives such notice, ------------ and the applicable Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection Section 2.6, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $250,000 and integral multiples of $50,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, basis (provided that any Loan being converted to a LIBOR Loan shall be in each case a minimum amount of $250,000 and integral multiples of $50,000 in the applicable Minimum Amount therefor, excess of such amounts) or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 250,000 and integral multiples of $100,000 50,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) . The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 10:00 AM 12:00 Noon (New York City time) at least three one (1) Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three four (4) Business Days in advance of the a proposed conversion/continuation date (in the case of a conversion to, to or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify specify: (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection; provided, provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.Section. Upon conversion
Appears in 1 contract
Sources: Loan Agreement (Nextcard Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection SECTION 2.6, Borrower shall have the option (iA) to convert at any time all or any part of its the outstanding Term Loans equal to $5,000,000 or Revolving Loans a greater integral multiple of $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (iiB) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan (together with other Loans) equal to $1,000,000 and 5,000,000 or a greater integral multiples multiple of $100,000 in excess of that amount 1,000,000 as a LIBOR Eurodollar Rate Loan; PROVIDED, HOWEVER, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 11:00 a.m. (New York City Dallas, Texas time) at least three one (1) Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (aA) the proposed conversion/continuation date (which shall be a Business Day), (bB) the amount and Type type of the Loan to be converted/continued, (cC) the nature of the proposed conversion/continuation, (dD) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (eE) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent SECTION 2.2(d); PROVIDED THAT such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.date. AMENDED AND RESTATED CREDIT AGREEMENT 29
(iviii) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2DSECTION 2.2(c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(viv) Except as otherwise provided in subsections 2.6BSECTIONS 2.6(b), 2.6C 2.6(c), and 2.6G2.6(g), a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Trammell Crow Co)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower the Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDED, HOWEVER, that a LIBOR . A Eurodollar Rate Loan may only be converted into a Base Rate Loan on any day other than the expiration date last day of an Interest Period applicable thereto.
(ii) Borrower thereto shall be subject to breakage fees in accordance with Section 2.6D. The Company shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 AM 12:00 noon (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Neither the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower the Company in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower the Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Revolving Credit Agreement (America West Holdings Corp)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower the Company shall have the option (i) to convert at any time all or any part (but not less than all) of its the outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion (but not less than all) of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount the Loans as a LIBOR Eurodollar Rate Loan; PROVIDED, HOWEVER, that a LIBOR . A Eurodollar Rate Loan may only be converted into a Base Rate Loan on any day other than the expiration date last day of an Interest Period applicable thereto.
(ii) Borrower thereto shall be subject to breakage fees in accordance with Section 2.6D. The Company shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 AM 12:00 noon (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, and (div) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Neither the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower the Company in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower the Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower the Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; PROVIDED, HOWEVER, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower . Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM 1:00 P.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type type of the Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (ev) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower Company shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Eurodollar Rate Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Trammell Crow Co)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6Section 2.6 hereof, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such LIBOR Rate Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan, and the succeeding Interest Period(s) of such continued LIBOR Rate Loan shall commence on the most recent Interest Payment Date thereof; PROVIDED, HOWEVERprovided however, that a LIBOR Rate Loan may only be converted into a Base Rate Revolving Loan bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto.
(ii) . The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 10:00 AM (New York City time) 1:00 P.M. Louisville, Kentucky time at least three one (1) Business Days Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) Loan and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (ai) the proposed conversion/continuation date (date, which shall must be a Business Day), (bii) the amount and Type of the Revolving Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection Section 2.2D; provided, provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) date. Neither Administrative the Agent nor any Lender Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized Authorized Officer or other person Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2DSection 2.2D and, and upon the conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Loan Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) of the interest rate applicable to the particular Revolving Loan. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6GG hereof, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (whether by delivery of or a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, on and after the related Interest Rate Determination Date and the Borrower shall be bound to effect a the conversion or continuation of the interest rate applicable to the particular Revolving Loan in accordance therewithwith such Notice of Conversion/Continuation.
Appears in 1 contract
Sources: Loan Agreement (Regal Cinemas Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVERprovided, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance (subject to the last paragraph of subsection 2.2B) of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of Loan or a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a specify an Interest Period for any Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation as described above Continuation, or if Borrower shall not have given notice in accordance with this Section 2.2D to continue any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderLIBOR Loan into a subsequent Interest Period or to convert such LIBOR Loan, Borrower shall be deemed to have elected selected an Interest Period of one month with respect to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Periodapplicable Loan.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such noticeon and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (ia) Subject to the provisions of subsection 2.6Section 4.4, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from a Prime Rate Loan to a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan for a specified Interest Period; (ii) to convert all or any part of its outstanding Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from LIBOR Rate Loans to Prime Rate Loans on the expiration date of an any Interest Period applicable thereto.
; or (iiiii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 10:00 AM (New York City time) at least three Business Days in advance upon the expiration of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With Interest Period with respect to any LIBOR LoanRate Loans, if Borrower fails to deliver a Notice continue all or any portion of Conversion/Continuation such Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower Agent shall permit as shall be deemed to have elected to convert evidenced by the continuation of such Loan by Agent) as LIBOR Loan to Rate Loans for a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested specified Interest Period, and (ethe succeeding Interest Period(s) in of such continued Loans shall commence on the case expiration date of a conversion tothe Interest Period applicable thereto; provided, however, that, notwithstanding the foregoing, pursuant to Section 4.4(h), no outstanding Loan may be continued as, or a continuation ofbe converted into, a LIBOR Loan, that no Potential Rate Loan when any Event of Default or Unmatured Event of Default has occurred and is continuing. .
(b) In lieu of delivering the above-described event Borrower shall elect to convert or continue a Loan under Section 4.3(a), Borrower shall deliver to Agent a written Notice of Conversion/ContinuationLIBOR Activity which shall set forth the details of such proposed conversion or continuation, Borrower as the case may give Administrative Agent telephonic notice be, by 10:00 A.M., Chicago time three (3) Business Days prior to, but in any event not more than five (5) Business Days prior to, the required time of any proposed conversion/continuation under date. Upon conversion or continuation by Agent in accordance with this subsection 2.2D, provided that Administrative Agent shall receive a Agreement pursuant to any Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on LIBOR Activity, Borrower shall have effected the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderof Loans hereunder.
(ivc) The officers and employees of Borrower authorized to request a Loan on behalf of Borrower are also authorized to request a conversion/continuation on behalf of Borrower. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative which Agent believes in good faith to have been given by a duly authorized Officer officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunderSection 4.3.
(vd) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Each Notice of Conversion/Continuation or telephonic notice) LIBOR Activity shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewith.
Appears in 1 contract
Sources: Secured Credit Agreement (Gibraltar Packaging Group Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDEDprovided, HOWEVERhowever, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.
(ii) Borrower thereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D; provided, further that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no not later than 10:00 AM 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Continuation shall specify (a) the proposed conversion/continuation date (which shall be a Business Day), (b) the amount and Type of the Loan to be converted/continued, (c) the nature of the proposed conversion/continuation, (d) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of any Loan subject to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewithContinuation.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6Section 3.3 hereof, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving bearing interest as Prime Rate Loans from to Term Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisas LIBOR Loans, in each case in the applicable Minimum Amount therefor, or and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, (a) to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a with the succeeding Interest Period of such continued LIBOR Loan may only be converted into a Base Rate Loan to commence on the expiration date most recent Interest Payment Date thereof or (b) to convert all or part of an Interest Period applicable thereto.
(ii) such Loan to a Term Loan bearing interest as a Prime Rate Loan. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent Bank no later than 10:00 AM 12:00 noon (New York City Louisville, Kentucky time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
(iii) A Notice of Conversion/Conversion/ Continuation shall specify (ai) the proposed conversion/continuation date (which shall be a Business Day), (bii) the amount and Type of the Term Loan to be converted/continued, (ciii) the nature of the proposed conversion/continuation, (div) in the case of a conversion to, or continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a conversion to, Loan or a continuation of, a LIBOR Prime Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent Bank telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, section 3.2D; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Agent Bank on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent date. The Banks shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall not incur any liability to the Borrower in acting upon any telephonic notice referred to above that Administrative the Agent Bank believes in good faith to have been given by a duly authorized Authorized Officer or other person Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2DSection 3.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Term Loans in accordance with this Loan Agreement pursuant to any such telephonic notice notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) . Except as otherwise provided in subsections 2.6BSections 4.2, 2.6C 4.3 and 2.6G4.7 hereof, a notice Notice of a proposed Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic noticenotice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, on and after the related Interest Rate Determination Date and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the other provisions of subsection 2.6this Agreement, Borrower including, without limitation, satisfying the conditions set forth in Section 3, Borrowers shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in the applicable Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, to (a) continue all or any portion of such LIBOR Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a Loan or (b) convert all or any portion of such LIBOR Loan may only be converted into to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the expiration date last day of an the Interest Period applicable thereto.
(ii) Borrower of the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan, when any Event of Default or Default has occurred and is continuing. Borrowers shall deliver a Notice of ConversionBorrowing with respect to any such conversion/Continuation continuation to Administrative Collateral Agent no later than 10:00 AM 12:00 p.m. (noon) New York City time) time at least three Business Days in advance of the proposed conversion date two (in the case of a conversion to a Base Rate Loan2) and at least three Business Days in advance of the proposed conversion/continuation date (in the case date. The Notice of a conversion to, or a continuation of, a LIBOR Loan). With Borrowing with respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed such conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period.
certify: (iii) A Notice of Conversion/Continuation shall specify (a1) the proposed conversion/continuation date (which shall be a Business Day), ; (b2) the amount and Type of the Loan to be converted/continued, ; (c3) the nature of the proposed conversion/continuation, ; (d4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and ; (e5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (6) that all conditions to make Loans as set forth in Section 3 and in the Conditions Rider have been satisfied or waived. In lieu of delivering the above-described a Notice of ConversionBorrowing with respect to any such conversion/Continuationcontinuation, any Borrower may give Administrative Collateral Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(D) (in such telephonic notice such Borrower shall certify to the items set forth above with respect to the Notice of Borrowing); provided that Administrative Agent such telephonic notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. Borrowing (New York City timein form and substance described herein) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) with Neither Administrative Collateral Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice or a Notice of Borrowing referred to above that Administrative Collateral Agent believes in good faith to have been given by a duly authorized Officer an officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder2.2(D).
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Loan and Security Agreement (Sun Healthcare Group Inc)