Continuation and Conversion Elections. (a) The Borrowers may: (i) elect, as of any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month. (b) Westlake, on its behalf and as agent for the other Borrowers, shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon (Houston, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender. (e) There may not be more than twelve (12) different LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers may:
(i) ------------------------------------- Borrower may from time to time irrevocably elect, as pursuant to the delivery of a Continuation/Conversion Notice and Borrowing Base Certificate pursuant to Section 2.6(b), that all or any portion in an aggregate minimum amount of $50,000 and an integral multiple of $1,000 of any Business DayLoans be, in the case of Base Reference Rate Loans, to convert any Base converted into Eurodollar Rate Loans or, in the case of Eurodollar Rate Loans, be converted on a Business Day into Reference Rate Loans or continued as Eurodollar Rate Loans (or in the absence of delivery of a Continuation/Conversion Notice with respect to any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Eurodollar Rate Loans; or
(ii) elect, as of Loan at least three Business Days before the last day of the applicable then current Interest PeriodPeriod with respect thereto, to continue any LIBOR such Eurodollar Rate Loans having Interest Periods expiring Loan shall, on such day (or any part thereof in an amount not less than $1,000,000last day, or that is in an integral multiple of $1,000,000 in excess thereofautomatically convert to a Reference Rate Loan); provided, however, that if at any time (i) each such conversion or -------- ------- continuation shall be pro rated among the aggregate outstanding Loans of the Lenders, (ii) no portion of the outstanding principal amount of LIBOR any Loan may be continued as, or be converted into, a Eurodollar Rate Loans in respect Loan when any Default has occurred and is continuing and (iii) no portion of the outstanding principal amount of any Borrowing is reduced, by payment, prepaymentLoan may be continued as, or conversion of part thereof to be less than $1,000,000converted into, such LIBOR a Eurodollar Rate Loans shall automatically convert into Base Rate Loans; provided further that if Loan when the notice shall fail to specify the duration outstanding principal balance of the Interest Period, such Interest Period shall be one Loans exceeds the lesser of (1x) monththe Commitment Amount and (y) the Borrowing Base.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrower shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon (Houston, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion DateNotice, together with a Borrowing Base Certificate, to the Administrative Agent (x) on or before 12:00 p.m., Chicago, Illinois time, on the proposed date of continuation or conversion, if the Revolving Loans are to be converted into or continued as LIBOR Reference Rate Loans and specifying:
(iy) on or before 12:00 p.m., Chicago, Illinois time on a Business Day that is not less than three nor more than five Business Days in advance of the proposed Continuation/Conversion Date;
(ii) date of continuation or conversion, if the aggregate amount of Loans are to be converted into or continued;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR continued as Eurodollar Rate Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve (12) different LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Continuation and Conversion Elections. (aA) The Borrowers may:
(iI) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,0002,500,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into LIBOR Rate Loans; or
(iiII) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0002,500,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further PROVIDED FURTHER that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(bB) Westlake, on its behalf and as agent for the other Borrowers, The Borrower Agent shall deliver a an irrevocable notice of continuation/conversion (“Notice of Continuation"NOTICE OF CONTINUATION/Conversion”CONVERSION") to the Agent not later than 12:00 noon 11:00 a.m. (Houston, Texas New York time) at least three two (32) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(iI) the proposed Continuation/Conversion Date;
(iiII) the aggregate amount of Loans to be converted or continuedrenewed;
(iiiIII) the type of Loans resulting from the proposed conversion or continuation; and
(ivIV) the duration of the requested Interest Period, providedPROVIDED, howeverHOWEVER, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.
(cC) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(dD) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(eE) There may not be more than twelve three (123) different LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Sources: Term Loan Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Continuation and Conversion Elections. (a) The Subject to Section 1.2(b)(3), the US Borrowers may:
(i) elect, as of any US Business Day, in the case of US Base Rate Loans, Revolving Loans to convert any US Base Rate Revolving Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into US LIBOR Rate Revolving Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any US LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of US LIBOR Rate Revolving Loans in respect of any Borrowing single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such US LIBOR Rate Revolving Loans shall automatically convert into US Base Rate Revolving Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The US Borrower Representative shall deliver a notice of continuation/conversion in the form attached hereto as Exhibit E (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 12:00 noon (Houston2:00 p.m. New York time, Texas time) at least three (3) US Business Days in advance of the Continuation/Conversion Date, if the US Revolving Loans are to be converted into or continued as US LIBOR Rate Revolving Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of US Revolving Loans to be converted or continuedrenewed;
(iii) the type of US Revolving Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers US Borrower Representative may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to US LIBOR Rate Revolving Loans, the Borrowers have US Borrower Representative has failed to select timely a new Interest Period to be applicable to such US LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrowers US Borrower Representative shall be deemed to have elected to convert such US LIBOR Rate Revolving Loans into US Base Rate Revolving Loans effective as of the expiration date of such Interest Period.
(d) The Administrative Agent will promptly notify each Lender US Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each US Lender.
(e) There may not be more than twelve six (126) different Interest Periods for US LIBOR Rate Revolving Loans in effect hereunder at any time.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers Borrower may:
(i) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 250,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 250,000 in excess thereof)) or to convert the same to Base Rate Loans; provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0002,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; , and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrower shall deliver a notice of continuation/conversion (“"Notice of Continuation/Conversion”") to the Agent not later than 12:00 noon p.m. (HoustonChicago, Texas Illinois time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve eight (12) 8) different LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers may:
(i) elect, as of any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, shall deliver a notice of continuation/conversion (“Notice of Continuation"NOTICE OF CONTINUATION/Conversion”CONVERSION") to the Agent not later than 12:00 noon (Houston, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve (12) different LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers may:A Borrower may upon irrevocable written notice to the Agent in accordance with Section 2.2(b):
(i) elect, as of any Business Day, in the case of Base Rate Loans, Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Revolving Loans;
(ii) elect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans into Base Rate Revolving Loans; or
(iiiii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)) as LIBOR Rate Revolving Loans; provided, provided that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Revolving Loans shall shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Revolving Loans; provided further provided, further, that if the notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Rate Revolving Loans, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit C (“a "Notice of Continuation/Conversion”") to the Agent not later than 12:00 noon 11:00 a.m. (HoustonChicago, Texas Illinois time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the Revolving Loans and the aggregate amount of such Revolving Loans to be converted or continued;
(iii) the type of Revolving Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon Upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, ,
(i) if the Borrowers have failed to timely select timely a new Interest Period to be applicable to such LIBOR Rate Revolving Loans or the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period and
(ii) if any Default or Event of Default then exists, unless the Majority Lenders consent otherwise, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the such notice was given held by each Lender.
(e) There may not be more than twelve (12) different LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers A Borrower may:, upon irrevocable written notice to the Lender in accordance with Section 3.2(b):
(i) elect, as of any Business Day, in the case of Base Rate Revolving Loans (other than Inventory Loans, ) to convert any Base Rate such Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; , and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, Each Borrower shall deliver a notice of continuation/conversion (“"Notice of Continuation/Conversion”") to be received by the Agent Lender not later than 12:00 noon 11:00 a.m. (Houston, Texas Los Angeles time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination DatePeriods.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have a Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt During the existence of a Notice Default or Event of Continuation/Conversion. All conversions and continuations shall be made ratably according Default, no Borrower may elect to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lenderhave a Loan converted into or continued as a LIBOR Rate Loan.
(e) There After giving effect to any conversion or continuation of Loans, there may not be more than twelve four (124) different LIBOR Rate Loans Interest Periods in effect hereunder at any timehereunder.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers Borrower may:, upon irrevocable written notice to the Agent in accordance with Section 3.2(b):
(i) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate such Loans (or any part thereof in an amount not less than $5,000,000, 2,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; , and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrower shall deliver a notice of continuationconversion/conversion continuation (“"Notice of Continuation/Conversion”") to be received by the Agent not later than 12:00 noon 11 a.m. (HoustonChicago, Texas Illinois time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve (12) different LIBOR Rate Loans in effect hereunder at any time.to
Appears in 1 contract
Sources: Loan and Security Agreement (Anchor Glass Container Corp /New)
Continuation and Conversion Elections. (a) The Borrowers Borrower may:, upon irrevocable written notice to the Agent in accordance with Section 3.2(b):
(i) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; , and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrower shall deliver a notice of continuationconversion/conversion continuation (“"Notice of Continuation/Conversion”") to be received by the Agent not later than 12:00 noon 11:00 a.m. (Houston, Texas New York time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan.
(f) After giving effect to any conversion or continuation of Loans, there may not be more than twelve (12) four different LIBOR Rate Loans Interest Periods in effect hereunder at any timehereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Nicholas Financial Inc)
Continuation and Conversion Elections. (a) The Borrowers may:may (by notice from the Borrowers’ Agent):
(i) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 250,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 250,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other The Borrowers, ’ Agent shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Administrative Agent not later than 12:00 noon (HoustonAtlanta, Texas Georgia time) at least three two (32) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers Borrowers’ Agent may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have Borrowers’ Agent has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers Borrowers’ Agent shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve fifteen (1215) different LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Sources: Credit Agreement (Kforce Inc)
Continuation and Conversion Elections. (a) The Borrowers Each Borrower may:
(i) elect, as of any Business Day, in the case of Base Rate LoansLoans made to such Borrower, to convert any such Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans made to such Borrower having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing made to a Borrower is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, A Borrower shall deliver a notice of continuation/conversion (“"Notice of Continuation/Conversion”") in the form of Exhibit E attached hereto and made a part hereof to the Administrative Agent not later than 12:00 noon (Houston, Texas New York time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans of such Borrower are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans of such Borrower to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers such Borrower may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate LoansLoans of a Borrower, the Borrowers have such Borrower has failed to select timely deliver a new Interest Period Notice of Continuation/Conversion with respect to be applicable to such LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers such Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve nine (129) different LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Sources: Debt Agreement (Foamex L P)
Continuation and Conversion Elections. (a) The Borrowers LS&Co may:
(i) elect, as of any Business Day, in the case of Base Rate Loans, Revolving Loans to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $5,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,00010,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided further PROVIDED FURTHER that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, LS&Co shall deliver a notice of continuation/conversion (“Notice of Continuation"NOTICE OF CONTINUATION/Conversion”CONVERSION") to the Agent not later than 12:00 noon (Houston, Texas Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying:
(i) the Borrower;
(ii) the proposed Continuation/Conversion Date;
(iiiii) the aggregate amount of Loans to be converted or continuedrenewed;
(iiiiv) the type of Loans resulting from the proposed conversion or continuation; and
(ivv) the duration of the requested Interest Period, providedPROVIDED, howeverHOWEVER, the Borrowers LS&Co may not select an Interest Period that ends after the Stated Termination Date; provided that in lieu of delivering a Notice of Continuation/Conversion, LS&Co may give the Agent telephonic notice of such request for Continuation/Conversion on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing such Revolving Loans, regardless of whether any written confirmation is received.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have LS&Co has failed to select timely a new Interest Period to be applicable to LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrowers applicable Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve ten (1210) different LIBOR Rate Revolving Loans in effect hereunder at any time.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Continuation and Conversion Elections. (a) The Borrowers may:
(i) elect, as of any Business Day, in the case of Base Rate Revolving Loans, to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into LIBOR Rate Revolving Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, provided that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, or conversion of part thereof to be less than $1,000,000, then such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; and provided further that if the notice shall fail to specify the duration of the Interest Period, then such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrowers shall deliver a notice of continuation/conversion (“"Notice of Continuation/Conversion”") to the Administrative Agent not later than 12:00 noon 1:00 o'clock p.m. (HoustonAtlanta, Texas Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, provided that the Borrowers may not select an Interest Period that ends after the Stated Termination Datelast day of the DIP Term.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period.
(d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve eight (12) 8) different LIBOR Rate Revolving Loans in effect hereunder at any time.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Subject to Section 1.2(b)(3), the US Borrowers may:
(i) elect, as of any US Business Day, in the case of US Base Rate Loans, Revolving Loans to convert any US Base Rate Revolving Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into US LIBOR Rate Revolving Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any US LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of US LIBOR Rate Revolving Loans in respect of any Borrowing single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such US LIBOR Rate Revolving Loans shall automatically convert into US Base Rate Revolving Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The US Borrower Representative shall deliver a notice of continuation/conversion in the form attached hereto as Exhibit E (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 12:00 noon 11:00 a.m. (HoustonCalifornia time), Texas time) at least three (3) US Business Days in advance of the Continuation/Conversion Date, if the US Revolving Loans are to be converted into or continued as US LIBOR Rate Revolving Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of US Revolving Loans to be converted or continuedrenewed;
(iii) the type of US Revolving Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers US Borrower Representative may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to US LIBOR Rate Revolving Loans, the Borrowers have US Borrower Representative has failed to select timely a new Interest Period to be applicable to such US LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrowers US Borrower Representative shall be deemed to have elected to convert such US LIBOR Rate Revolving Loans into US Base Rate Revolving Loans effective as of the expiration date of such Interest Period.
(d) The Administrative Agent will promptly notify each Lender US Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each US Lender.
(e) There may not be more than twelve six (126) different Interest Periods for US LIBOR Rate Revolving Loans in effect hereunder at any time.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers As to any Loans comprising a Borrowing, the Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:
(i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any Base Rate such Loans (or any part thereof in an amount not less than $5,000,0001,000,000, or that is in an integral multiple of $1,000,000 thereof in excess thereof) into LIBOR Rate any other Type of Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 thereof in excess thereof); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans; provided further that if , and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans, as the case may be, shall be one (1) monthterminate.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrower shall deliver a notice Continuation/ Conversion Notice in substantially the form of continuation/conversion Exhibit C (“Notice of a "Continuation/Conversion”Conversion Notice") to be received by the Administrative Agent not later than 12:00 noon 11:00 a.m. (Houston, Texas Chicago time) at least (i) three (3) Business Days in advance of the Continuation/ Conversion Date, if the Loans are to be converted into or continued as Offshore Rate Loans, and (ii) one Business Day in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Base Rate Loans and Loans, specifying:
(iA) the proposed Continuation/Conversion Date;
(iiB) the aggregate amount of Loans to be converted or continuedrenewed;
(iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and
(ivD) in the case of the continuation of Offshore Rate Loans or conversions into Offshore Rate Loans, the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, the Borrowers have Borrower has failed to select timely a new Interest Period to be applicable to LIBOR such Offshore Rate Loans or if any Default or Event of Default then existsLoans, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/ConversionConversion Notice, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion to Base Rate Loans. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Lender with respect to which the notice was given held by each Lendergiven.
(e) There Unless the Required Lenders otherwise consent, during the existence of a Default, the Borrower may not elect to have a Loan converted into or continued as an Offshore Rate Loan.
(f) After giving effect to any conversion or continuation of Loans, there may not be more than twelve five (125) different LIBOR Rate Loans Interest Periods in effect hereunder at any timefor all Loans hereunder.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers may:A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):
(i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, in the case of Base Rate Loans, Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than One Million Dollars ($5,000,0001,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof) into LIBOR Rate Revolving Loans; or;
(ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof thereof) in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof)thereof as LIBOR Rate Revolving Loans; providedor
(iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Revolving Loans; provided that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided further provided, further, that if the notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Rate Revolving Loan to result from any such continuation or conversion, such Interest Period shall be one (1) monthmonth in duration.
(b) WestlakeFor any continuation or conversion pursuant to clause (a) preceding, on its behalf and as agent for the other Borrowers, Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/Continuation/ Conversion”) to the Administrative Agent not later than 12:00 noon 1:00 p.m. (Houston, Texas New York time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and Date specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of such Revolving Loans to be continued or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or continuedportions thereof) to be continued or converted;
(iii) the type of Revolving Loans resulting from the proposed conversion continuation or continuationconversion; and
(iv) the duration of the any requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select timely a new Interest Period to be applicable to such LIBOR Rate Loans or if any Default or Event of Default then existsRevolving Loans, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period.
(d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received.
(e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Revolving Lender with respect to which the such notice was given held by each Lendergiven.
(ef) There After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than twelve ten (1210) different Interest Periods in effect hereunder.
(g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans in effect hereunder at or to continue any timeLIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.
Appears in 1 contract
Continuation and Conversion Elections. (a) The Borrowers Provided that the Borrowing of LIBOR Rate Loans is then permitted under Section 1.2, the Borrower may:
(i) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrower shall deliver a notice of continuation/conversion (“"Notice of Continuation/Conversion”") to the Agent not later than 12:00 noon (Houston, Texas timeEastern Time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or an Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve (12) 10 different Interest Periods for LIBOR Rate Loans in effect hereunder at any time.
Appears in 1 contract
Sources: Credit Agreement (Saks Inc)
Continuation and Conversion Elections. (a) The Borrowers Provided that the Borrowing of LIBOR Rate Loans is then permitted under Section 1.2, the Borrower may:
(i) elect, as of any Business Day, in the case of Base Rate Loans, Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month.
(b) Westlake, on its behalf and as agent for the other Borrowers, The Borrower shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than 12:00 noon (Houston, Texas timeEastern Time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of Loans to be converted or continuedrenewed;
(iii) the type of Loans resulting from the proposed conversion or continuation; and
(iv) the duration of the requested Interest Period, provided, however, the Borrowers Borrower may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or an Event of Default then exists, the Borrowers Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender.
(e) There may not be more than twelve (12i) 10 different Interest Periods for LIBOR Rate Loans in effect hereunder at any timetime from January 1 through August 31 of each year, or (ii) 15 different Interest Periods for LIBOR Rate Loans in effect hereunder at any time from September 1 through December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Saks Inc)
Continuation and Conversion Elections. (a) The Borrowers may:A Borrower may upon irrevocable written notice to the Administrative Agent in accordance with Section 3.2(b):
(i) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of any Business Day, in the case of Base Rate Loans, Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than One Million Dollars ($5,000,0001,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof) into LIBOR Rate Revolving Loans; or;
(ii) provided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof thereof) in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof)thereof as LIBOR Rate Revolving Loans; providedor
(iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Revolving Loans; provided that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided further provided, further, that if the notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Rate Revolving Loan to result from any such continuation or conversion, such Interest Period shall be one (1) monthmonth in duration.
(b) WestlakeFor any continuation or conversion pursuant to clause (a) preceding, on its behalf and as agent for the other Borrowers, Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/Continuation/ Conversion”) to the Administrative Agent not later than 12:00 noon 1:00 p.m. (Houston, Texas New York time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Loans and Date specifying:
(i) the proposed Continuation/Conversion Date;
(ii) the aggregate amount of such Loans to be continued or converted and, if continuing LIBOR Rate Revolving Loans, the specific Loans (or continuedportions thereof) to be continued or converted;
(iii) the type of Loans resulting from the proposed conversion continuation or continuationconversion; and
(iv) the duration of the any requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.
(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select timely a new Interest Period to be applicable to such LIBOR Rate Loans or if any Default or Event of Default then existsRevolving Loans, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period.
(d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Loans, regardless of whether any written confirmation is received.
(e) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans held by each Lender with respect to which the such notice was given held by each Lendergiven.
(ef) There After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than twelve ten (1210) different Interest Periods in effect hereunder.
(g) At the election of either of the Agents or the Majority Lenders, the Borrowers shall have no right to convert any Base Rate Revolving Loans into LIBOR Rate Revolving Loans in effect hereunder at or to continue any timeLIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.
Appears in 1 contract