Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): (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 such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (Dallas, Texas time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 2 contracts
Sources: Credit Agreement (Giant Industries Inc), Credit Agreement (Giant Industries Inc)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(b):
(i) electelect to convert, as of on any Business Day, any Base Rate Loans (in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Offshore Rate Loans;
(ii) elect to convert, on the case last day of the applicable Interest Period, any Offshore Rate Loans (or any part thereof in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000) into Base Rate Loans; or
(iii) elect to continue, or as of the last day of the applicable Interest Period, in the case of any Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than of $2,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof100,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $2,000,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 10:00 11:00 a.m. (Dallas, Texas Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) not later than 11:00 a.m. (Chicago time) one Business Day in advance of prior to the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate principal amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) in the case of conversions into Offshore Rate Loans, the duration of the requested Interest Period.
Appears in 2 contracts
Sources: Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)
Conversion and Continuation Elections. (a) The Company may, ------------------------------------- upon irrevocable written notice to the Administrative Agent in accordance with Subsection Section 2.04(b): (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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,00010,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,00010,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate -------- Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,00010,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 (i) 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; , and (ii) one Business Day in advance of 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.5(b):
(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 such Loans (or any part thereof in an amount not less than $2,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect in the case of Offshore Rate Loans, elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(Ai) the proposed Conversion/Continuation Date; ;
(Bii) the aggregate amount of Loans to be converted or continued;
(iii) the Type of Loans resulting from the proposed conversion or continuation; and
(iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such 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 Bank of its receipt of a Notice of Conversion/Continuation or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Majority Banks otherwise consent, during the existence of a Default or Event of Default, the Company 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, unless the Administrative Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.
Appears in 1 contract
Sources: Credit Agreement (Longview Fibre Co)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection SUBSECTION 2.04(b): ):
(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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (Dallas, Texas Chicago time) (i) at least two (i2) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such 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 Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender.
(e) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company 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, unless the Administrative Agent shall otherwise consent, there may not be more than six (6) different Interest Periods in effect.
(g) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Administrative Agent or any ▇▇▇▇▇▇ believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): may (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, 10,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest LIBOR Rate TypeLoans; or (ii) elect as of to convert on the last day of the applicable Interest PeriodPeriod therefor, to continue any Revolving LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,00010,000,000 or an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, on the last day of the Interest Period therefor, any LIBOR Rate Loans (or that is any part thereof in an amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore LIBOR Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,00010,000,000, such Offshore LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore LIBOR Rate Loans shall terminate.
(b) The Company Each conversion or continuation shall deliver be made upon irrevocable written notice in the form of a Notice of Conversion/Continuation to Continuation, which notice must be received by the Administrative Agent not later than 10:00 prior to 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Conversion Date, if the Loans are to be converted into or continued as Offshore LIBOR Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Conversion Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Conversion Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Sources: Subordinated Term Loan Agreement (Wellpoint Health Networks Inc /Ca/)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(bsubsection 2.4(b): (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 any other Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Loans), or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part 18 thereof in an amount not less than $2,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas Seattle time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(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 any other Type of Revolving Loans or Term Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, 3,000,000 or that is in an integral multiple of $1,000,000 250,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans or Term Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0003,000,000, 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 Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, 3,000,000 such Offshore Rate Loans may, upon written notice by the Company delivered to the Agent and the Swing Line Lender concurrent with its notice of prepayment and compliance with Section 2.06, be converted into Swing Line Loans, or, in the absence of such a conversion, shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 10:30 a.m. (Dallas, Texas Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each applicable Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company maymay in respect of its outstanding Loans, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(c):
(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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or
(ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate; provided further, that the Company may not elect to -------- ------- convert a Facility A Loan into a Facility B Loan or convert a Facility B Loan into a Facility A Loan.
(b) Medis may in respect of its outstanding Loans, upon irrevocable written notice to the Canadian Administrative Agent in accordance with subsection 2.4(c):
(i) elect, as of any Business Day, in the case of Canadian Prime Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000Cdn.$5,000,000, or that is in an integral multiple of $1,000,000 Cdn.$1,000,000 in excess thereof) into Loans of another Type (it being understood that any other Interest such Loan of another Type shall be either a Canadian Prime Rate TypeLoan or an Offshore Rate Loan); or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000Cdn.$5,000,000, or that is in an integral multiple of $1,000,000 Cdn.$1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000Cdn.$5,000,000, such Offshore Rate Loans shall automatically convert into Base Canadian Prime Rate Loans, and on and after such date the right of the Company Medis to continue such Loans Loans, as, and convert such Loans into, Offshore Rate Loans Loans, shall terminate.
(bc) The Company Company, in the case of a conversion or continuation of a Facility A Domestic Loan or Facility B Loan, shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate LoansLoans denominated in Dollars; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans. The Company and Medis, specifying: in the case of a continuation of a Facility A Canadian Loan, shall deliver a Notice of Conversion/Continuation to be received by the Canadian Administrative Agent and the Agent not later than 11:00 a.m. (Toronto time) (i) at least three Business Days in advance of the proposed Conversion/Continuation Date if the Loans are to be converted into or continued as Offshore Rate Loans and (ii) at least one Business Day in advance of the proposed Conversion/Continuation Date, if the Loans are to be converted into Canadian Prime Rate Loans. Each Notice of Conversion/Continuation shall specify:
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continuedrenewed;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans or Canadian Prime Rate Loans, the duration of the requested Interest Period.
(d) If upon the expiration of any Interest Period applicable to Offshore Rate Loans denominated in Dollars, the Company has failed to select in a timely manner a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If Medis has failed to select in a timely manner a new Interest Period to be applicable to Offshore Rate Loans prior to 11:00 a.m. (Toronto time) at least three Business Days in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(c), or if any Default or Event of Default shall then exist, Medis shall be deemed to have elected to convert such Offshore Rate Loans into Canadian Prime Rate Loans effective as of the expiration date of such Interest Period.
(e) The Applicable Agent will promptly notify each Facility A Domestic Bank, Facility A Canadian Bank or Facility B Bank, as applicable, of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by a Borrower, the Applicable Agent will promptly notify each Facility A Domestic Bank, Facility A Canadian Bank or Facility B Bank, as applicable, of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Facility A Domestic Loans, Facility A Canadian Loans or Facility B Loans held by each Facility A Domestic Bank, Facility A Canadian Bank or Facility B Bank with respect to which the notice was given.
(f) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Facility A Domestic Loan or Facility B Loan converted into or continued as an Offshore Rate Loan, and Medis may not elect to have a Facility A Canadian Loan continued as an Offshore Rate Loan.
(g) After giving effect to any conversion or continuation of Loans, there may not be more than ten different Interest Periods in effect.
(h) The Dollar Equivalent amount for any conversion to or continuation of a Borrowing in Canadian Dollars will be determined by the Agent for such conversion or continuation on the Computation Date therefor in accordance with subsection 2.16(a).
Appears in 1 contract
Sources: Credit Agreement (McKesson Hboc Inc)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection SUBSECTION 2.04(b): (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 such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (Dallas, Texas time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable (except in the circumstances described in SECTION 3.2, 3.3 or 3.5 as provided therein) written notice to the Administrative Agent in accordance with Subsection 2.04(b): SECTION 2.4(b):
(i) elect, as of the last day of the applicable Interest Period, to convert any Offshore Rate Loans (or any part thereof in an amount not less than $2,000,000) into Base Rate Loans; or
(ii) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the an applicable Interest Period, in the case of Offshore Rate LoansLoans expiring on such last day, to (a) convert any such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Offshore Rate Type; Loans, or (iiB) elect as of the last day of the applicable Interest Periodif such Loans are Offshore Rate Loans, to continue any Revolving such Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof)) as Offshore Rate Loans; providedPROVIDED that if, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans as the case may be shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (Dallas, Texas Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If, upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans or if any Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore 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, or, if no timely notice is provided by the Company, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(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 any Offshore Rate LoansLoan, to convert any such Loans (or any part thereof in an amount not less than $2,000,0002,000,000.00, or that is in an integral multiple of $1,000,000 500,000.00 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0002,000,000.00, or that is in an integral multiple of $1,000,000 500,000.00 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0002,000,000.00, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (Dallas, Texas Houston time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(Ai) the proposed Conversion/Continuation Date; ;
(Bii) the aggregate amount of Loans to be converted or continued;
(iii) the Type of Loans resulting from the proposed conversion or continuation; and
(iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank.
(e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.
(f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than seven (7) different Interest Periods in effect.
(g) The Agent will promptly notify, in writing, each Bank of the amount of such Bank's Pro Rata Share of that Borrowing.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection SUBSECTION 2.04(b): ):
(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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (Dallas, Texas Chicago time) (i) at least two (i2) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such 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 Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender.
(e) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company 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, unless the Administrative Agent shall otherwise consent, there may not be more than six (6) different Interest Periods in effect.
(g) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Administrative Agent or any Lender believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(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 such Loans (or any part thereof in an amount not less than $2,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect in the case of Offshore Rate Loans, elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas Seattle time) at least (i) three four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Majority Banks otherwise consent, during the existence of a Default or Event of Default, the Company 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, unless the Agent shall otherwise consent, there may not be more than twelve different Interest Periods in effect.
Appears in 1 contract
Sources: Credit Agreement (Longview Fibre Co)
Conversion and Continuation Elections. (a) The Company may, ------------------------------------- upon irrevocable written notice to the Administrative Agent in accordance with Subsection Section 2.04(b): (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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,00010,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,00010,000,000, or that is in an integral multiple of $1,000,000 5,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate -------- Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,00010,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 (i) 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;the
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): Borrower may (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 250,000 in excess thereof) into Loans of any other Interest Offshore Rate TypeLoans; or (ii) elect as of to convert on the last day of the applicable Interest PeriodPeriod therefor, to continue any Revolving Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, 500,000 or that is in an integral multiple of $200,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, on the last day of the Interest Period therefor, any Offshore Rate Loans (or any part thereof in an amount not less than $1,000,000 or an integral multiple of $250,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company Each conversion or continuation shall deliver be made upon irrevocable written notice in the form of a Notice of Conversion/Continuation to Continuation, which notice must be received by the Administrative Agent not later than 10:00 prior to 9:00 a.m. (Dallas, Texas California time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of prior to the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, in each case specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company applicable Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(b):
(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 Loansany other Type of Loans denominated in Dollars, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereofthe Minimum Tranche) into Loans in Dollars of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereofthe Minimum Tranche); provided, that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0001,000,000, such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company applicable Borrower to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate.
(b) The Company applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 10:30 a.m. (Dallas, Texas Chicago time) (i) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;denominated
Appears in 1 contract
Sources: Credit Agreement (Schawk Inc)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Co-Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(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 such Loans (or any part thereof in an amount not less than $2,000,000, 500,000 or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, 500,000 such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Co-Administrative Agent not later than 10:00 a.m. 12:00 p.m. (Dallas, Texas Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and Loans in Dollars, (ii) one four Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Currency Loans, and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation and in the case of an Offshore Rate Loan, the Applicable Currency; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans denominated in Dollars, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.06(d), the Company shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one-month Interest Period.
(d) The Co-Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Co-Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Lender.
(e) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan in Dollars converted into or continued as an Offshore Rate Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month.
(f) The Company hereby authorizes the Lenders and the Co-Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Co-Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of the Co-Administrative Agent and the Lenders shall govern absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Regis Corp)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): (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 such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (DallasSan Francisco, Texas California time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent Bank in accordance with Subsection 2.04(b): SECTION 2.4(b):
(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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000250,000, or that is in an integral multiple of $1,000,000 1,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000250,000, or that is in an integral multiple of $1,000,000 1,000 in excess thereof); providedPROVIDED, that THAT if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000250,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent Bank not later than 10:00 11:00 a.m. (Dallas, Texas Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continuedrenewed;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) During the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.
(e) After giving effect to any conversion or continuation of Loans, there may not be more than fifteen different Interest Periods in effect.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): SECTION 2.4(b):
(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 any other Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, PROVIDED that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas California time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; , and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continuedrenewed;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Majority Banks otherwise agree, during the existence of an Event of Default, the Company 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 7 different Interest Periods in effect.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection SUBSECTION 2.04(b): (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 such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. (Dallas, Texas time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;Continuation
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection subsection 2.04(b): (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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that that, if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 11:00 a.m. (Dallas, Texas Houston time) at least (i) three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one (1) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Sources: Credit Agreement (R&b Falcon Corp)
Conversion and Continuation Elections. (a) 2.4.1 The Company Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): Section 2.4.2: -------------
(ia) 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 LIBOR Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,0005,000,000.00, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(iib) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0005,000,000.00, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate LIBOR Loans in respect of -------- any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0005,000,000, such Offshore Rate LIBOR Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company Borrower to continue such Loans as, and convert such Loans into, Offshore Rate LIBOR Loans shall terminate.
(b) 2.4.2 The Company Borrower shall deliver a Notice of Conversion/Continuation by facsimile, immediately confirmed in writing, to be received by the Administrative Agent not later than 10:00 11:00 a.m. (Dallas, Texas time) San Francisco time at least (i) three four (4) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate LIBOR Loans; and (ii) one (1) Business Day in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate LoansLoans (provided, however, that the Administrative -------- Agent may, in its discretion, permit the Borrower's chief financial officer, treasurer or controller to give such notice by telephone, to be followed by a written Notice of Conversion/Continuation within forty-eight (48) hours), specifying: :
(Aa) the proposed Conversion/Continuation Date; ;
(Bb) the aggregate amount of Loans to be converted or continuedrenewed;
(c) the Type of Loans resulting from the proposed conversion or continuation; and
(d) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
2.4.3 If upon the expiration of any Interest Period applicable to LIBOR Loans the Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, or if any Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
2.4.4 The Administrative Agent will notify each Bank within one (1) Business Day after its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given.
2.4.5 Unless the Majority Banks otherwise agree, (a) during the existence of a Monetary Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan having an Interest Period longer than one (1) month, and (b) during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan.
2.4.6 After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect.
Appears in 1 contract
Sources: Line of Credit Loan Agreement (Catellus Development Corp)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): (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 such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (DallasSan Francisco, Texas California time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Conversion/ Continuation Date; (B) the aggregate amount of Loans to be converted or continued;renewed; (C) the Interest Rate Type of Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company 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 seven (7) different Interest Periods in effect.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(b):
(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 such Loans (or any part thereof in an amount not less than $2,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0001,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 10:30 a.m. (Dallas, Texas Chicago time) at least (i) three two Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; , and (ii) one on the Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Majority Banks otherwise consent, during the existence of a Default or Event of Default, the Company 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, unless the Agent shall otherwise consent, there may not be more than seven different Interest Periods in effect.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company maymay in respect of its outstanding Loans, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(b):
(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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,00010,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company Company, in the case of a conversion or continuation of a Loan, shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate LoansLoans denominated in Dollars; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: . Each Notice of Conversion/Continuation shall specify:
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continuedrenewed;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If, upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select in a timely manner a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given.
(e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company 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 ten different Interest Periods in effect.
Appears in 1 contract
Sources: Credit Agreement (McKesson Hboc Inc)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): may (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Offshore Rate TypeLoans; or (ii) elect as of to convert on the last day of the applicable Interest PeriodPeriod therefor, to continue any Revolving Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0005,000,000) or an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, on the last day of the Interest Period therefor, any Offshore Rate Loans (or that is any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate -------- amount of Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, as Offshore Rate Loans shall terminate.
(b) The Each conversion or continuation shall be made upon irrevocable telephonic notice by the Company shall deliver followed immediately by written notice in the form of a Notice of Conversion/Continuation to (which telephonic notice must be received by the Administrative Agent not later than 10:00 prior to 8:30 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Dateconversion or continuation date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Dateconversion or continuation date, if the Loans are to be converted into Base Rate Loans), specifying: (A) the proposed Conversion/Continuation Dateconversion or continuation date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Sources: Credit Agreement (Oneok Inc /New/)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): may (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Offshore Rate TypeLoans; or (ii) elect as of to convert on the last day of the applicable Interest PeriodPeriod therefor, to continue any Revolving Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans; or (iii) elect to continue, on the last day of the Interest Period therefor, any Offshore Rate Loans (or that is any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the -------- aggregate amount of Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, as Offshore Rate Loans shall terminate.
(b) The Each conversion or continuation shall be made upon irrevocable telephonic notice by the Company shall deliver followed immediately by written notice in the form of a Notice of Conversion/Continuation to (which telephonic notice must be received by the Administrative Agent not later than 10:00 prior to 8:30 a.m. (Dallas, Texas Dallas time) at least (i) three Business Days in advance of the Conversion/Continuation Dateconversion or continuation date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Dateconversion or continuation date, if the Loans are to be converted into Base Rate Loans), specifying: (A) the proposed Conversion/Continuation Dateconversion or continuation date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent Bank in accordance with Subsection subsection 2.04(b): (i) elect, as of any Business Day, in the case of a Base Rate LoansLoan, or as of the last day of the applicable Interest Period, in the case of an Offshore Rate LoansLoan, to convert any such Loans Loan (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans a Loan of any other Interest Rate Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans a Loan having an Interest Periods Period expiring on such day (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of any Offshore Rate Loans in respect of any Borrowing Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000500,000, such Offshore Rate Loans Loan shall automatically convert into a Base Rate LoansLoan, and on and after such date the right of the Company to continue such Loans Loan as, and convert such Loans Loan into, an Offshore Rate Loans Loan shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent Bank not later than 10:00 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are any Loan is to be converted into or continued as an Offshore Rate LoansLoan; and (ii) one Business Day in advance of on the Conversion/Continuation Date, if the Loans are any Loan is to be converted into a Base Rate LoansLoan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans the Loan to be converted or continued;
Appears in 1 contract
Sources: Credit Agreement (Qad Inc)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(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 such Loans (or any part thereof in an amount not less than $2,000,000, 500,000 or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, provided that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000500,000, such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation Borrowing to be received by the Administrative Agent not later than 10:00 a.m. (Dallas, Texas time) 12:00 noon at least (i) three Business Days in advance of the applicable Conversion/Continuation Date, if the relevant Loans are to be converted into or continued as Offshore Rate Loans in Dollars, (ii) four Business Days in advance of the Conversion/Continuation Date, if the relevant Loans are to be converted into or continued as Offshore Rate Currency Loans; , and (iiiii) one Business Day in advance of on the Conversion/Continuation Date, if the relevant Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation and in the case of an Offshore Rate Loan, the Applicable Currency; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans denominated in Dollars, the Company has failed to timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.06(d), the Company shall be deemed to have elected to continue such Offshore Currency Loans for a one-month Interest Period.
(d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Borrowing, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Lender.
(e) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan in Dollars converted into or continued as an Offshore Rate Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month.
(f) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any Person the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Regis Corp)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(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 such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of Loans to be converted or continued;:
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(b):
(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 such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereofof $2,000,000) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereofof $2,000,000); provided, provided that if at any time the aggregate amount of Offshore Rate Loans in -------- ---- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans Loans, as the case may be, shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 (i) 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation for Loans, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given.
(e) Unless the Majority Banks otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as a Offshore Rate Loan.
(f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect with respect to Loans.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(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 any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (Dallas, Texas Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Majority Banks otherwise consent, during the existence of a Default or Event of Default, the Company 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, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.
Appears in 1 contract
Sources: Credit Agreement (Ns Group Inc)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection Section 2.04(b): (i) ), elect, as of any Business Day, in the case of to (i) convert any Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Loans; (ii) convert any Offshore Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of any other Interest $1,000,000 in excess thereof) into Base Rate TypeLoans; or (iiiii) elect as of the last day of the applicable Interest Period, to continue any Revolving Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, however, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0005,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, into Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 11:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (A) the proposed Conversion/Conversion/ Continuation Date; (B) the aggregate amount of Loans to be converted or continued;
Appears in 1 contract
Sources: Credit Agreement (Kerkorian Kirk)
Conversion and Continuation Elections. (a) The Company Fund may, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Administrative Agent in accordance with Subsection 2.04(b): SECTION 2.4(b):
(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 such Loans (or any part thereof in an amount that is not less than $2,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount that is not less than $2,000,000, 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); providedPROVIDED that, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, prepayment or conversion of part thereof to be less than $2,000,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate LoansLoans and, and on and after such date date, the right of the Company Fund to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company Fund shall deliver a Notice of Conversion/Continuation Notice to be received by the Administrative Agent not later than 10:00 (i) 11:00 a.m. (Dallas, Texas Eastern time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; Loans and (ii) one Business Day in advance of 8:30 a.m. on the Conversion/Continuation Date, if the Loans are to be continued or converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) The Administrative Agent will promptly notify each Bank of its receipt of a Conversion/Continuation Notice. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given.
(d) Unless the Majority Banks otherwise agree, during the existence of a Default, the Fund may not elect to have a Loan converted into or continued as an Offshore Rate Loan.
Appears in 1 contract
Sources: Credit Agreement (Liberty Floating Rate Advantage Fund)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Co-Administrative Agent in accordance with Subsection subsection 2.04(b): ):
(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 such Loans (or any part thereof in an amount not less than $2,000,000, 500,000 or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, 500,000 such Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Co-Administrative Agent not later than 10:00 a.m. 12:00 p.m. (Dallas, Texas Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and Loans in Dollars, (ii) one four Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Currency Loans, and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: - 26 -
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation and in the case of an Offshore Rate Loan, the Applicable Currency; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans denominated in Dollars, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.06(d), the Company shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one-month Interest Period.
(d) The Co-Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Co-Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Lender.
(e) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan in Dollars converted into or continued as an Offshore Rate Loan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month.
(f) The Company hereby authorizes the Lenders and the Co-Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Co-Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of the Co-Administrative Agent and the Lenders shall govern absent manifest error.
Appears in 1 contract
Sources: Credit Agreement
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(b):
(i) elect, 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 such Loans (or any part thereof in an aggregate minimum amount not less than of $2,000,0003,000,000, or that is in an any integral multiple of $1,000,000 500,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an aggregate minimum amount not less than of $2,000,0003,000,000, or that is in an any integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000500,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation (which notice may be delivered telephonically and confirmed in writing on the same day) to be received by the Administrative Agent (i) not later than 10:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of not later than 8:00 a.m. (San Francisco time) on the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continuedrenewed;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists or if the Company has not delivered to the Agent a notice of prepayment with respect thereto, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Required Banks otherwise agree, during the existence of a Default or Event of Default, the Company 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 five different Interest Periods in effect in respect of all Loans together then outstanding.
Appears in 1 contract
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(b):
(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 such Loans (or any part thereof in an amount not less than $2,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into Loans of any the other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0001,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof)) as Offshore Rate Loans; provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0001,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (Dallas, Texas Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans (or parts thereof) are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans (or parts thereof) are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans (or parts thereof) to be converted or continued;
(C) the Types of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of the Agent's receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company 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 seven different Interest Periods in effect.
Appears in 1 contract
Sources: Credit Agreement (National Surgery Centers Inc \De\)
Conversion and Continuation Elections. (a) 2.4.1 The Company Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): Section 2.4.2: -------------
(ia) elect, as of any Business Day, in the case of Base Reference Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate LIBOR Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,0005,000,000.00, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(iia) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,0005,000,000.00, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of Offshore Rate LIBOR Loans in respect of -------- any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,0005,000,000, such Offshore Rate LIBOR Loans shall automatically convert into Base Reference Rate Loans, and on and after such date the right of the Company Borrower to continue such Loans as, and convert such Loans into, Offshore Rate LIBOR Loans shall terminate.
(b) 2.4.2 The Company Borrower shall deliver a Notice of Conversion/Continuation by facsimile, immediately confirmed in writing, to be received by the Administrative Agent not later than 10:00 11:00 a.m. (Dallas, Texas time) San Francisco time at least (i) three four (4) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate LIBOR Loans; and (ii) one (1) Business Day in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into Base Reference Rate LoansLoans (provided, however, that the Administrative Agent may, in its discretion, permit the Borrower's chief financial officer, treasurer or controller to give such notice by telephone, to be followed by a written Notice of Conversion/Continuation within forty-eight (48) hours), specifying: :
(Aa) the proposed Conversion/Continuation Date; ;
(Bb) the aggregate amount of Loans to be converted or continuedrenewed;
(c) the Type of Loans resulting from the proposed conversion or continuation; and
(d) other than in the case of conversions into Reference Rate Loans, the duration of the requested Interest Period.
2.4.3 If upon the expiration of any Interest Period applicable to LIBOR Loans the Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, or if any Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Loans into Reference Rate Loans effective as of the expiration date of such Interest Period.
2.4.4 The Administrative Agent will notify each Bank within one (1) Business Day after its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given.
2.4.5 Unless the Majority Banks otherwise agree, (a) during the existence of a Monetary Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan having an Interest Period longer than one (1) month, and (b) during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan.
2.4.6 After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect.
Appears in 1 contract
Sources: Line of Credit Loan Agreement (Catellus Development Corp)
Conversion and Continuation Elections. (a) The Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.04(b): subsection 2.4(b):
(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 such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into Loans of any other Interest Rate Type; or or
(ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $2,000,000, 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 Offshore Rate Loans in -------- ---- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans Loans, as the case may be, shall terminate.
(b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 (i) 9:00 a.m. (Dallas, Texas San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) one Business Day in advance of 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: :
(A) the proposed Conversion/Continuation Date; ;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans, the Company has failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans or if any Default or Event of Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.
(d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation for Loans, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Bank.
(e) Unless the Majority Banks otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as a Offshore Rate Loan.
(f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect with respect to Loans.
Appears in 1 contract