Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
Appears in 2 contracts
Sources: Credit Agreement (Winsloew Furniture Inc), Credit Agreement (Winsloew Furniture Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 250,000 in excess of that amount amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable theretoof one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York City Boston, Massachusetts time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Boyds Collection LTD), Credit Agreement (Boyds Collection LTD)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only --------- ------- be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 9:00 A.M. (New York City Los Angeles time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Varco International Inc), Credit Agreement (Varco International Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, 2.2
(A) Borrower shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, to (a) continue all or any portion of such LIBOR Loan equal to $1,000,000 500,000 and integral multiples multiplies of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date or (b) convert all or any portion of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the last day of the then-expiring Interest Period. A Notice Period of Conversion/Continuation shall specify the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan, when any Event of Default or Default has occurred and is continuing.
(i1) the proposed conversion/continuation date (which shall be a Business Day), ; (ii2) the amount and Type of the Loan to be converted/continued, ;
(iii3) the nature of the proposed conversion/continuation, ; (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, ; and (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(E); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(E) and upon conversion/continuation by Lenders in accordance with this Agreement pursuant to any telephonic notice, Administrative Agent Borrower shall promptly transmit have effected such notice by telefacsimile conversion or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinuation, as the case may be, hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Spincycle Inc), Loan and Security Agreement (Spincycle Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. The applicable Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, such Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
Appears in 2 contracts
Sources: Credit Agreement (E Spire Communications Inc), Credit Agreement (E Spire Communications Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrowers or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with 39 respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrowers shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 2 contracts
Sources: Credit Agreement (Northland Cable Properties Six LTD Partnership), Credit Agreement (Northland Cable Properties Six LTD Partnership)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower the Company shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans or Revolving Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date last day of an Interest Period applicable thereto. Borrower The Company shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 12:00 Noon (New York City 9:00 a.m.(Los Angeles time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation -36- 44 of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or Term Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided that Administrative Agent shall receive in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written effect a conversion or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderin accordance therewith.
Appears in 2 contracts
Sources: Revolving Credit Agreement (America West Airlines Inc), Revolving Credit Agreement (America West Airlines Inc)
Conversion or Continuation. Subject (a) The Borrower may, upon irrevocable written notice to the provisions Lender in accordance with Subsection 2.5(b) elect, as of subsection 2.6any Business Day, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisthe Prime Rate Loans, in each either case in a Minimum Amount therefor, or (ii) upon the expiration minimum amount of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 250,000 and in integral multiples of $100,000 in excess thereof, into LIBOR Loans; or (ii) elect, as of that the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day or any part thereof, in either case in the minimum amount and in integral multiples as a LIBOR Loanspecified above; provided, however, that a if at any time the aggregate amount of LIBOR Loans in respect of any LIBOR Loan may only is reduced, by payment, prepayment, or conversion of part thereof to be converted less than $250,000 such LIBOR Loan shall at the Lender’s election convert into a Base Prime Rate Loan Loans, and on and after such date the expiration date right of an Interest Period applicable thereto. the Borrower to convert such Loans into LIBOR Loans shall terminate.
(b) Whenever the Borrower elects to convert or continue Loans under this Section 2.5, the Borrower shall deliver to the Lender a Notice of Conversion/Continuation to Administrative Agent Continuation, signed by an authorized officer or signatory of the Borrower (i) no later than 12:00 Noon 11:00 a.m. (New York City timePacific Time) at least one (1) Business Day in advance of the requested conversion date, in the case of a conversion into Prime Rate Loans, and (ii) no later than 11:00 a.m. (Pacific Time) three (3) Business Days in advance of the proposed requested conversion date (or continuation date, in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in . If the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive fails to provide a Notice of Conversion/Continuation for any LIBOR Loans as provided above, such Loans shall convert to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Prime Rate Loans on the last day on which such telephonic notice is given. Upon receipt of written the Interest Period therefor.
(c) Any Notice of Conversion/Continuation made pursuant to this Section 2.5 shall be irrevocable and the Borrower shall be bound to continue or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderconvert the Loan specified therein in accordance therewith.
Appears in 2 contracts
Sources: Loan and Security Agreement (Genius Brands International, Inc.), Loan and Security Agreement (Genius Brands International, Inc.)
Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Borrower shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loanamount; provided, however, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable theretoof one month. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York, New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such a Eurodollar Rate Loan as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be so converted or continued on the expiration date of the Interest Period applicable thereto and in amounts equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretoamount. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York City Dallas, Texas time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretothereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D; provided, further that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans. Borrower Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no not later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of any Loan subject to each Lenderthe Notice of Conversion/Continuation.
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Conversion or Continuation. Subject to the provisions of subsection Section 2.6, the Borrower shall have the option (i) to convert at any time all or any part of its their outstanding Term Loans equal to the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount from Base Rate Loans to SOFR Loans (or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, vice versa) or (ii) upon the expiration of any Interest Period applicable to a LIBOR SOFR Loan, to continue all or any portion of such Loan equal to $1,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR SOFR Loan may only be converted into a Base Rate Loan on the expiration date of an for another permissible Interest Period applicable theretoPeriod. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 12:00 Noon 1:00 p.m. (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three U.S. Government Securities Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount amount, Type and Type Class of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, the requested Interest Period, Period and (v) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu Each conversion or continuance shall be made ratably among the Lenders holding the Loans comprising the affected Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.2D to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.2D to convert such Borrowing), such Borrowing shall, at the end of delivering the above-described Notice Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a Base Rate Loan. If the Borrower fails to specify the Type of Conversion/ContinuationLoan the applicable Borrowing is to be converted into or continued as, Borrower may give then the applicable Borrowing shall be deemed to have been requested to be converted into or continued as a Base Rate Loan. Neither the Administrative Agent telephonic nor any Lender shall incur any liability to the Borrower in acting upon any notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the required time of any proposed conversion/continuation Borrower or for otherwise acting in good faith under this subsection Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such notice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided that Administrative Agent shall receive in Sections 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, any SOFR Loan shall be irrevocable, and the Borrower shall be bound to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written effect a conversion or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderin accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower The Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term LIBOR Rate Loans or Revolving to Base Rate Loans from at the end of then-current LIBOR Period therefor, (ii) to convert Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount thereforLIBOR Rate Loans, or (iiiii) upon to change or continue the expiration of any Interest LIBOR Period applicable to a LIBOR Loan, to continue all or any a portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loanthe Loans; provided, however, that a (A) except as provided in SECTION 4.03, LIBOR Loan Rate Loans may only be converted into a Base Rate Loan Loans only on the expiration date last day of an Interest the LIBOR Period applicable theretothereto unless the Borrowers agree to pay all amounts due pursuant to SECTION 4.02, (B) Revolving Advances extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01 (e), and (C) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an LIBOR Period shall be deemed to be a request for an LIBOR Period of one month. Borrower Each such extension or conversion shall deliver be effected by the Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 Noon (prior to 1:00 p.m., New York City time) at least three , on the third Business Days in advance Day prior to the date of the proposed conversion date (extension or conversion, substantially in the case form of a conversion to a Base Rate LoanExhibit N-2 hereto, specifying (x) and at least three Business Days in advance the date of the proposed extension or conversion/continuation date , (in y) the case Revolving Advances to be so extended or converted, (z) the types of a conversion toLoans into which such Loans are to be converted, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loanand, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderappropriate, Borrower shall be deemed to have elected to convert such (D) the applicable LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest PeriodPeriods with respect thereto. A Each Notice of Conversion/Continuation shall specify be irrevocable. The Borrowers shall have no more than five (i5) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of Rate Loans outstanding at any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City one time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
Appears in 1 contract
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6SECTION 4.5, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans equal to $1,000,000 and integral multiples of $200,000 in excess of that amount from a Reference Rate Loan to a LIBOR Rate Loan; (ii) to convert all or Revolving any part of its outstanding Loans equal to $1,000,000 and integral multiples of $200,000 in excess of that amount from Loans bearing interest at a rate determined by reference LIBOR Rate Loan to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, Reference Rate Loan on the expiration date of any Interest Period applicable thereto; or (iiiii) upon the expiration of any the Interest Period applicable with respect to a any LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 200,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR and the succeeding Interest Period(s) of such continued Loan may only be converted into a Base Rate Loan shall commence on the expiration date of an the Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent ; PROVIDED, HOWEVER, that, notwithstanding the foregoing, no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion tooutstanding Loan may be continued as, or a continuation ofbe converted into, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential when any Event of Default or Unmatured Event of Default has occurred and is continuing. .
(b) In lieu of delivering the above-described event Borrower shall elect to convert or continue a Loan under SECTION 4.4(A), Borrower shall deliver to Lender a Notice of Conversion/ContinuationLIBOR Activity by 10:00 A.M., Borrower may give Administrative Agent telephonic notice by Chicago time three (3) Business Days prior to, but in any event not more than five (5) Business Days prior to, the required time of any proposed conversion/continuation under date. Upon conversion or continuation by Lender in accordance with this subsection 2.2D, provided that Administrative Agent shall receive a Agreement pursuant to any Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on LIBOR Activity, Borrower shall have effected the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation of Loans hereunder.
(c) The officers and employees of Borrower authorized to request a Loan on behalf of Borrower shall also be authorized to request a conversion/continuation on behalf of Borrower. Lender shall not incur any liability to Borrower in acting upon any oral notice referred to above which Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or such other obligor or for otherwise acting in good faith under this subsection 2.2DSECTION 4.4.
(d) Any Notice of LIBOR Activity for conversion to, Administrative Agent or continuation of, a Loan (including any such oral notice) shall promptly transmit such notice by telefacsimile be irrevocable and Borrower shall be bound to convert or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans Against Imports equal to $1,000,000 and integral multiples of $500,000 in excess of that amount (or Revolving such amount of Loans Against Imports of the type converted as is then outstanding) from Loans Against Imports bearing interest at a rate determined by reference to one basis to Loans Against Imports bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City San Francisco time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans Against Imports in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
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Sources: Credit Agreement (Cyrk Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Rate Loan; providedPROVIDED, howeverHOWEVER, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and PROVIDED, FURTHER that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (ia) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or the minimum amount of $1,000,000 and integral multiples of $1,000,000 and (iib) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to in the minimum amount of $1,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. .
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR any Loan). With respect to any LIBOR Loan, (a) if Borrower fails to deliver a Notice of Conversion/Continuation as described above above, Borrower shall be deemed to have elected to continue such LIBOR Loan as a LIBOR Loan with an interest period of one month on the last day of the then-expiring Interest Period; provided that if such continuation is not permitted under the terms of this Agreement, then clause (b) of this subsection 2.2D(ii) shall apply, or (b) if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. .
(iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Term Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans; (B) to convert all or Revolving any part of outstanding Fixed Rate Loans from having Interest Periods which expire on the same date to Floating Rate Loans bearing interest at on such expiration date; or (C) to continue all or any part of outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans, and the succeeding Interest Period of such continued Fixed Rate Loans shall commence on such expiration date; provided, however, no outstanding Loan may be continued as, or be converted into, a rate determined by reference to one basis to Loans bearing interest at Fixed Rate Loan (i) if the continuation of, or the conversion into, such a rate determined by reference to an alternative basis, in each case in a Minimum Amount thereforFixed Rate Loan would violate any of the provisions of Section 4.02, or (ii) upon the expiration if an Event of any Interest Period applicable to Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a LIBOR Loan, to continue all or any portion minimum amount of such Loan equal to $1,000,000 5,000,000 and in integral multiples of $100,000 250,000 in excess of that amount as amount.
(ii) To convert or continue a LIBOR Loan; providedLoan under Section 4.01(c)(i), however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Representative shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 Noon 11:00 a.m. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and Type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a LIBOR Fixed Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, the Borrower Representative may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(6) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or electronic mail telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable, and the Borrowers shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 3.3, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Revolving Loans, in a minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, from Reference Rate Loans to LIBOR Loans; (ii) to convert all or any part of its outstanding Revolving Loans from LIBOR Loans bearing interest at a rate determined by reference to one basis to Reference Rate Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or on the expiration of the Interest Period applicable thereto; and (iiiii) upon the expiration of any Interest Period applicable to a any outstanding LIBOR Loan, to continue all or any portion of such LIBOR Loan equal to $1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan, as applicable; provided, however, that a LIBOR Loan no outstanding Loans may only be converted into into, or continued as, LIBOR Loans when any Default or Event of Default has occurred and is continuing.
(b) Whenever a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower elects to convert or continue Loans under this Section 3.2, such Borrower shall deliver to the Collateral Agent a written notice substantially in the form of that attached hereto as Exhibit E (a "Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation"), signed by an authorized officer of such Borrower (i) no later than 12:00 Noon 10:00 a.m. (New York City Chicago, Illinois time) at least three two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a Base into Reference Rate LoanLoans, and (ii) and at least no later than 10:00 a.m (Chicago, Illinois time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm this Section 3.2(b), the Collateral Agent shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that a Borrower should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such telephonic notice no later than 2:00 P.M. (New York City time) Loans shall, on the last day of the Interest Period with respect to such Loans, convert to Reference Rate Loans.
(c) The officers of a Borrower authorized to request Revolving Loans on which behalf of such telephonic notice Borrower shall also be authorized to request a conversion or continuation on behalf of such Borrower. The Collateral Agent shall be entitled to rely on such officers' authority until the Collateral Agent is givennotified to the contrary in writing pursuant to Section 2.2(c). Upon receipt of written or telephonic notice The Collateral Agent shall have no duty to verify the identity of any proposed conversion/continuation individual representing himself as one of the officers authorized to make such request on behalf of a Borrower. The Collateral Agent shall incur no liability to either Borrower in acting upon any notice referred to in this Section 3.2, which notice the Collateral Agent believes in good faith to have been given by an officer authorized to make such requests on behalf of the applicable Borrower, or for otherwise acting in good faith under this subsection 2.2DSection 3.2 and, Administrative upon such conversion or continuation by the Collateral Agent and the Lenders in accordance with this Agreement, such Borrower shall promptly transmit such notice by telefacsimile have effected the conversion or electronic mail continuation of the applicable Loans hereunder.
(d) Any Notice of Conversion/Continuation for conversion to, or by telephone promptly confirmed by telefacsimile continuation of, Loans made pursuant to this Section 3.2 shall be irrevocable and the applicable Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $3 million and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR LIBO Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3 million and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR LIBO Rate Loan; provided, however, that (i) a LIBOR LIBO Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
Conversion or Continuation. (a) Subject to the -------------------------- provisions of subsection 2.6Section 2.07, on any Payment Date or Interest Payment Date, as ------------ applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans, from Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a LIBOR Loan, Base Rate Loans; and (iii) to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount LIBOR Loans as a LIBOR LoanLoans; provided, however, that a LIBOR Loan no -------- ------- outstanding Loans may only be converted into into, or continued as, LIBOR Loans when any Default or Event of Default has occurred and is continuing.
(b) Whenever a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall deliver to the Administrative Agent a ------------ written notice substantially in the form of that attached hereto as Exhibit H-2 ----------- (a "Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation"), signed by an authorized officer of such Borrower (i) no later than 12:00 Noon 10:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm this Section 2.06(b), the Administrative --------------- Agent shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that a Borrower should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such telephonic notice no later than 2:00 P.M. (New York City time) Loans shall, on the last day on which of the Interest Period with respect to such telephonic notice is given. Upon receipt Loans, convert to Base Rate Loans.
(c) Any Notice of written Conversion/Continuation for conversion to, or telephonic notice of any proposed conversion/continuation under of, Loans made pursuant to this subsection 2.2D, Administrative Agent Section 2.06 shall promptly transmit such notice by telefacsimile be irrevocable ------------ and the applicable Borrower shall be bound to convert or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the other provisions of subsection 2.6this Agreement, Borrower including, without limitation, satisfying the Conditions set forth in Section 3, Borrowers shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, to (a) continue all or any portion of such LIBOR Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a Loan or (b) convert all or any portion of such LIBOR Loan may only be converted into to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the expiration date last day of an the Interest Period applicable theretoof the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan, when any Event of Default or Default has occurred and is continuing. Borrower Borrowers shall deliver a Notice of ConversionBorrowing with respect to any such conversion/Continuation continuation to Administrative Agent no later than 12:00 Noon 12 p.m. (noon) New York City time) time at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case date. The Notice of a conversion to, or a continuation of, a LIBOR Loan). With Borrowing with respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed such conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), ; (ii2) the amount and Type of the Loan to be converted/continued, ; (iii3) the nature of the proposed conversion/continuation, ; (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and ; (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (6) that all conditions to make Loans as set forth in Section 3 and in the Conditions Rider have been satisfied. In lieu of delivering the above-described a Notice of ConversionBorrowing with respect to any such conversion/Continuationcontinuation, Borrower the Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(D) (in such telephonic notice such Borrower shall certify to the items set forth above with respect to the Notice of Borrowing); provided that Administrative Agent such telephonic notice shall receive be promptly confirmed in writing by delivery of a Notice of ConversionBorrowing (in form and substance described herein) with respect to such conversion/Continuation continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Once given, such Borrower shall be bound by such telephonic notice. Upon the expiration of an Interest Period for a LIBOR Loan, in the absence of a new Notice of Borrowing or a telephonic notice submitted to Administrative Agent not less than three (3) Business Days prior to the end of such Interest Period, the LIBOR Loan then maturing shall be automatically converted to a Base Rate Loan. No Agent or any Lender shall incur any liability to any Borrower in acting upon any telephonic notice or a Notice of Borrowing referred to above that Administrative Agent believes in good faith to have been given by an officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender2.2(D).
Appears in 1 contract
Sources: Loan and Security Agreement (Sun Healthcare Group Inc)
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 4.4, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from a Prime Rate Loan to a LIBOR LoanRate Loan for a specified Interest Period; (ii) to convert all or any part of its outstanding Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from LIBOR Rate Loans to Prime Rate Loans on the expiration date of any Interest Period applicable thereto; or (iii) upon the expiration of the Interest Period with respect to any LIBOR Rate Loans, to continue all or any portion of such Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the continuation of such Loan by Agent) as LIBOR Rate Loans for a specified Interest Period, and the succeeding Interest Period(s) of such continued Loans shall commence on the expiration date of the Interest Period applicable thereto; provided, however, that a LIBOR that, notwithstanding the foregoing, pursuant to Section 4.4(h), no outstanding Loan may only be continued as, or be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation ofinto, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential when any Event of Default or Unmatured Event of Default has occurred and is continuing. .
(b) In lieu of delivering the above-described event Borrower shall elect to convert or continue a Loan under Section 4.3(a), Borrower shall deliver to Agent a written Notice of Conversion/ContinuationLIBOR Activity which shall set forth the details of such proposed conversion or continuation, Borrower as the case may give Administrative Agent telephonic notice be, by 10:00 A.M., Chicago time three (3) Business Days prior to, but in any event not more than five (5) Business Days prior to, the required time of any proposed conversion/continuation under date. Upon conversion or continuation by Agent in accordance with this subsection 2.2D, provided that Administrative Agent shall receive a Agreement pursuant to any Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on LIBOR Activity, Borrower shall have effected the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation of Loans hereunder.
(c) The officers and employees of Borrower authorized to request a Loan on behalf of Borrower are also authorized to request a conversion/continuation on behalf of Borrower. Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any notice referred to above which Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent Section 4.3.
(d) Each Notice of LIBOR Activity shall promptly transmit such notice by telefacsimile be irrevocable and Borrower shall be bound to convert or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Sources: Secured Credit Agreement (Gibraltar Packaging Group Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower the Company shall have the option (i) to convert at any time all or any part of its outstanding Term Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Base Rate Loans to LIBOR Loans, (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to convert all or any part of its outstanding Revolving Loans from LIBOR Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount thereforBase Rate Loans, or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; provided, further, that Special Revolving Loans may not be converted into LIBOR Loans. Borrower The Company shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower the Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of the Loan subject to each Lenderthe Notice of Conversion/Continuation.
Appears in 1 contract
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.07, on any Payment Date or ------------ Interest Payment Date, as applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans, from Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a LIBOR Loan, Base Rate Loans; and (iii) to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount LIBOR Loans as a LIBOR LoanLoans; provided, -------- however, that a LIBOR Loan no outstanding Loans may only be converted into into, or continued as, LIBOR ------- Loans when any Default or Event of Default has occurred and is continuing. Any conversion or continuation made with respect to less than the entire outstanding balance of a Base Rate Loan on Borrower's Revolving Loans or Term Loans must be applied pro rata to such Borrower's Revolving Loans or Term Loans, as applicable, according to the expiration date outstanding principal balance of an Interest Period applicable thereto. such Revolving Loans or Term Loans.
(b) Whenever a Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall deliver to the Administrative Agent a ------------ written notice substantially in the form of that attached hereto as Exhibit H-2 ----------- (a "Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation"), signed by an authorized officer of such Borrower (i) no later than 12:00 Noon 10:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m. (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm this Section 2.06(b), the Administrative --------------- Agent shall notify the Revolving Lenders or Term Lenders, as applicable, by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that a Borrower should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such telephonic notice no later than 2:00 P.M. (New York City time) Loans shall, on the last day on which of the Interest Period with respect to such telephonic notice is given. Upon receipt Loans, convert to Base Rate Loans.
(c) Any Notice of written Conversion/Continuation for conversion to, or telephonic notice of any proposed conversion/continuation under of, Loans made pursuant to this subsection 2.2D, Administrative Agent Section 2.06 shall promptly transmit such notice by telefacsimile be irrevocable ------------ and the applicable Borrower shall be bound to convert or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretothereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D; provided, further that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans. Borrower Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no not later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of any Loan subject to each Lenderthe Notice of Conversion/Continuation.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Term Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, LIBO Rate Loans; or (iiB) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of outstanding LIBO Rate Loans, in accordance with the terms of Section 4.01(a), having LIBO Rate Interest Periods which expire on the same date as LIBO Rate Loans, and the succeeding LIBO Rate Interest Period of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loancontinued Loans shall commence on such expiration date; provided, however, that a LIBOR (I) no portion of any outstanding Loan may only be continued as (and shall be immediately converted into a Base Rate Loan), or be converted into, a LIBO Rate Loan if (x) such continuation or conversion would violate any of the provisions of Section 4.02 or (y) an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and (II) if the option set forth in clause (B) of this Section is not exercised, in accordance with the terms of Section 4.01(c)(ii), in respect of a LIBO Rate Loan, such LIBO Rate Loan shall convert automatically into a Base Rate Loan on the expiration final date of an the applicable LIBO Rate Interest Period applicable thereto. Period.
(ii) To convert or continue a Loan under Section 4.01(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Funding Agent no later than 12:00 Noon 11:00 a.m. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/conversion or continuation date (which shall be a Business Day), (iiB) the principal amount and Type of the Loan to be converted/converted or continued, (iiiC) the nature of the proposed conversion/continuation, whether such Loan shall be converted and/or continued and (ivD) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested LIBO Rate Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, the Borrower may give Administrative the Funding Agent telephonic notice by the required time of any proposed conversion/conversion or continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), provided that Administrative and such notice shall be confirmed in writing delivered to the Funding Agent shall receive promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. under this Section 4.01(c)(ii) (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2Din lieu thereof), Administrative the Funding Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or electronic mail telecopy, or other similar form of transmission, of the proposed conversion or continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable, and the Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.62.8 and the limitation on the number of Interest Periods contained in subsection 2.2(B)(8), Borrower shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR LoanRate Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, however, provided that a LIBOR Loan Rate Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Event of Default or Default has occurred and is continuing; and provided, further, that no Loan may be converted into a LIBOR Rate Loan until ten (10) days after the First Amendment Date. Borrower shall deliver a fully and properly completed Notice of Conversion/Continuation to Administrative Agent Lender no later than 12:00 Noon 11:00 A.M. (New York City Los Angeles time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingdate. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(E); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Lender on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(E). Except as provided in subsection 2.8(D), Administrative Agent shall promptly transmit such notice by telefacsimile a Notice of Conversion/Continuation for conversion to, or electronic mail continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable once given, Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith and Lender shall have no liability for acting in accordance with Borrower's instructions contained therein.
Appears in 1 contract
Sources: Loan and Security Agreement (Advanced Logic Research Inc)
Conversion or Continuation. Subject to the provisions of subsection Section 2.6, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $250,000 and integral multiples of $50,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case basis (provided that any Loan being converted to a LIBOR Loan shall be in a Minimum Amount therefor, minimum amount of $250,000 and integral multiples of $50,000 in excess of such amounts) or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 250,000 and integral multiples of $100,000 50,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 Noon (New York City time) at least three one (1) Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three four (4) Business Days in advance of the a proposed conversion/continuation date (in the case of a conversion to, to or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify specify: (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection; provided, provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.Section. Upon conversion
Appears in 1 contract
Sources: Loan Agreement (Nextcard Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower the Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $3,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR . A Eurodollar Rate Loan may only be converted into a Base Rate Loan on any day other than the expiration date last day of an Interest Period applicable thereto. Borrower thereto shall be subject to breakage fees in accordance with Section 2.6D. The Company shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 12:00 Noon noon (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in Except as otherwise provided that Administrative Agent shall receive in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written effect a conversion or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderin accordance therewith.
Appears in 1 contract
Sources: Revolving Credit Agreement (America West Holdings Corp)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower the Company shall have the option (i) to convert at any time all or any part (but not less than all) of its the outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion (but not less than all) of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount the Loans as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR . A Eurodollar Rate Loan may only be converted into a Base Rate Loan on any day other than the expiration date last day of an Interest Period applicable thereto. Borrower thereto shall be subject to breakage fees in accordance with Section 2.6D. The Company shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 12:00 Noon noon (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided that Administrative Agent shall receive in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written effect a conversion or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderin accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 hereof, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such LIBOR Rate Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan, and the succeeding Interest Period(s) of such continued LIBOR Rate Loan shall commence on the most recent Interest Payment Date thereof; provided, provided however, that a LIBOR Rate Loan may only be converted into a Base Rate Revolving Loan bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 12:00 Noon (New York City time) 1:00 P.M. Louisville, Kentucky time at least three one (1) Business Days Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) Loan and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (date, which shall must be a Business Day), (ii) the amount and Type of the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection Section 2.2D; provided, provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly Authorized Officer or other Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2DSection 2.2D and, Administrative Agent upon the conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Loan Agreement pursuant to any such telephonic notice, the Borrower shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, of the interest rate applicable to the particular Revolving Loan. Except as otherwise provided in Sections 2.6B, 2.6C and 2.6G hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile a telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date and the Borrower shall be bound to effect the conversion or electronic mail) continuation of the interest rate applicable to each Lenderthe particular Revolving Loan in accordance with such Notice of Conversion/Continuation.
Appears in 1 contract
Sources: Loan Agreement (Regal Cinemas Inc)
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.07, on any Payment Date or LIBOR Interest Payment Date, as applicable, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans, from Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or LIBOR Loans; (ii) upon the expiration to convert any of any Interest Period applicable its outstanding Loans from LIBOR Loans to a LIBOR Loan, Base Rate Loans; and (iii) to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount LIBOR Loans as a LIBOR LoanLoans; provided, however, that a LIBOR Loan no outstanding Loans may only be converted into into, or continued as, LIBOR Loans when any Default or Event of Default has occurred and is continuing. Any conversion or continuation made with respect to less than the entire outstanding balance of a Base Rate Loan on Borrower’s Revolving Loans or Term Loans must be applied pro rata to such Borrower’s Revolving Loans or Term Loans, as applicable, according to the expiration date outstanding principal balance of an Interest Period applicable thereto. such Revolving Loans or Term Loans.
(b) Whenever a Borrower elects to convert or continue Loans under this Section 2.06, such Borrower shall deliver to the Administrative Agent a written notice substantially in the form of that attached hereto as Exhibit H-2 (a “Notice of Conversion/Continuation to Administrative Agent Conversion/ Continuation”), signed by an authorized officer of such Borrower (i) no later than 12:00 Noon 10:00 a.m. (New York City time) at least three (3) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m. (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on this Section 2.06(b), the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit notify the Revolving Lenders or Term Lenders, as applicable, by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that a Borrower should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such notice by telefacsimile Loans shall, on the last day of the Interest Period with respect to such Loans, convert to Base Rate Loans.
(c) Any Notice of Conversion/Continuation for conversion to, or electronic mail (continuation of, Loans made pursuant to this Section 2.06 shall be irrevocable and the applicable Borrower shall be bound to convert or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.62.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), Borrower shall have the option to (i) to convert at any time all or any part of its any outstanding Term Loans equal to or Revolving Loans greater than $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to or greater than $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR LoanLoan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, however, that a LIBOR Loan Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and PROVIDED, FURTHER, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any Default or Event of Default has occurred and is continuing; and PROVIDED, FURTHER, that no Loan may be converted to a LIBOR Loan until ten (10) days after the Closing Date. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York City Chicago, Illinois time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a the conversion to, of any Base Rate Loans into LIBOR Loans or a the continuation of, a LIBOR Loan). With respect to of any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest PeriodLoans. A Notice of Conversion/Continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), (ii2) the amount and Type of the Loan to be converted/continued, (iii3) the nature of the proposed conversion/continuation, (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(C); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(C). Except as provided in subsection 2.2(D)(4), Administrative a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once given, and Borrower shall be bound to convert or continue in accordance therewith and Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderhave no liability for acting in accordance with Borrower's instructions contained therein.
Appears in 1 contract
Conversion or Continuation. Subject (a) The Borrower may, upon irrevocable written notice to the provisions Lender in accordance with Section 2.5(b) elect, as of subsection 2.6any Business Day, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisthe Base Rate Loans, in each either case in a Minimum Amount therefor, or (ii) upon the expiration minimum amount of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and in integral multiples of $100,000 in excess thereof, into LIBOR Loans; or (ii) elect, as of that the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day or any part thereof, in either case in the minimum amount and in integral multiples as a LIBOR Loanspecified above; provided, however, that a (a) if at any time the aggregate amount of any LIBOR Loan may only is reduced, by payment, prepayment, or conversion of part thereof to be converted less than $500,000 such LIBOR Loan shall automatically convert into a Base Rate Loan Loans, and on and after such date the expiration date right of an Interest Period applicable thereto. the Borrower to convert such Loans into LIBOR Loans, as the case may be shall terminate and (b) there shall be no more than six (6) LIBOR Loans outstanding at any one time.
(b) Whenever the Borrower elects to convert or continue Loans under this Section 2.5, the Borrower shall deliver to the Lender a Notice of Continuation/Conversion/Continuation to Administrative Agent , signed by an Authorized Officer of the Borrower: (i) no later than 12:00 Noon 11:00 a.m. (New York City Pacific time) at least three two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 11:00 a.m. (Pacific time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify specify: (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in . If the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive fails to provide a Notice of ConversionContinuation/Continuation Conversion for any LIBOR Loans as provided above, such Loans shall convert to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Base Rate Loans on the last day on which such telephonic notice is given. Upon receipt of written the Interest Period therefor.
(c) Any Notice of Continuation/Conversion made pursuant to this Section 2.5 shall be irrevocable and the Borrower shall be bound to continue or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderconvert the Loan specified therein in accordance therewith.
Appears in 1 contract
Sources: Loan and Security Agreement (Film Department Holdings, Inc.)
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Paragraph 4 hereof, the Borrower shall have the option (i1) to convert at any time all or any part (but not part) of its the outstanding Term Loans or Revolving Loans balance of the Loan from Loans bearing interest at a rate determined by reference the Prime Rate Option to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, the LIBO Rate Option; or (ii2) to convert at any time all (but not part) of the outstanding balance of the Loan from the LIBO Rate Option to the Prime Rate Option; or (3) upon the expiration of any Interest Period applicable to a LIBOR LoanPeriod, to continue all or any portion (but not part) of such the Loan equal to $1,000,000 under the LIBO Rate Option, and integral multiples the succeeding Interest Period of $100,000 in excess the continued Loan shall commence on the expiration date of that amount as a LIBOR Loanthe Interest Period applicable thereto; provided, however, that a LIBOR the Loan may only not be continued at, or be converted into a Base into, the LIBO Rate Option when any Event of Default has occurred and is continuing.
(b) In the event the Borrower shall elect to convert or continue the Loan on under this Paragraph 2(ii), the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent the Lender no later than 12:00 Noon NOON (New York, New York City time) at least three Business Days in advance of (1) on the proposed conversion date (date, in the case of a conversion to a Base the Prime Rate LoanOption, and (2) and at least three on the Business Day which is two Business Days in advance of the proposed conversion/continuation date (date, in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base at the LIBO Rate Loan on the last day of the then-expiring Interest PeriodOption. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), ) and (iiB) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuinginterest rate option. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Lender telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DParagraph 2(ii)(b); provided, Administrative Agent shall promptly transmit however, that such notice shall be confirmed in writing by telefacsimile delivery to the Lender promptly (but in no event later than the proposed conversion/continuation date) of a Notice of Conversion/Continuation. In the event the Borrower fails to provide the Lender with the requisite Notice of Conversion/Continuation for a conversion to, or electronic mail a continuation of, the Loan, said Loan shall automatically be converted to, or continue at, the LIBO Rate Option.
(c) Any Notice of Conversion/Continuation for conversion to, or continuation of, the Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Sources: Secured Commercial Mortgage Loan Note (Kensey Nash Corp)
Conversion or Continuation. Subject to the provisions of subsection 2.62.7, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative the other basis, ; provided that any such conversion of Prime Rate Loans into LIBOR Rate Loans shall be in each case amounts of $1,000,000 and integral multiples of $500,000 in a Minimum Amount therefor, excess thereof or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR LoanRate Loan having a particular Interest Period; provided, however, that a LIBOR Rate Loan may only be converted into a Base Prime Rate Loan on (i) the expiration date of an Interest Period applicable theretothereto or (ii) any other date, provided that Company reimburses Agent for all costs incurred pursuant to subsection 2.7D herein. Borrower There shall be no more than seven LIBOR Rate Loans outstanding at any time. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 2:00 p.m. (New York City Boston time) at least three on the Business Days in advance of Day prior to the proposed conversion conversion/continuation date (in the case of a conversion to a Base Prime Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/conversion/ continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent facsimile or telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.3D; provided that Administrative Agent such telephonic notice shall receive be immediately confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is givenAgent. Upon receipt of written Neither Agent nor any Lender shall incur any liability to Company in acting upon any facsimile or telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of any proposed conversion/continuation Company or for otherwise acting in good faith under this subsection 2.2D2.3D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such facsimile or telephonic notice Company shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7B, 2.7C and 2.7G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile facsimile or electronic mailtelephonic notice in lieu thereof) shall be irrevocable, and Company shall be bound to each Lendereffect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 2:00 P.M. (New York City time) at least three (i) one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least or (ii) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of the Loan subject to each Lenderthe Notice of Conversion/Continuation.
Appears in 1 contract
Sources: Credit Agreement (Urs Corp /New/)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Base Rate Loans or Revolving to LIBOR Rate Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount thereforminimum amount of Five Hundred Thousand Dollars ($500,000), (ii) to convert at any time all or any part of its outstanding LIBOR Rate Loans to Base Rate Loans in a minimum amount of One Hundred Thousand Dollars ($100,000), or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR LoanRate Loan in a minimum amount of Five Hundred Thousand Dollars ($500,000); provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly notify the Lenders of each Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Loan shall promptly transmit be deemed to be continued, on the last day of the then current Interest Period, as a LIBOR Loan with an Interest Period of one month and thereafter shall bear interest as such. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Base Rate Loans or equal to $2,000,000 and integral multiples of $10,000 in excess of that amount from Revolving Loans from Loans bearing interest at a rate determined by reference the Base Rate to one basis to Revolving Loans bearing interest at LIBOR, plus the Pricing Margin; (ii) to convert at any time all or any part of its outstanding LIBOR Loans equal to $500,000 and integral multiples of $10,000 in excess of that amount from Revolving Loans bearing interest at LIBOR to Revolving Loans bearing interest at the Base Rate (PROVIDED that any LIBOR Loan remaining after the partial conversion of a rate determined by reference LIBOR Loan to a Base Rate Loan permitted under this clause (ii) shall be of an alternative basis, in each case in a Minimum Amount therefor, amount equal to at least $2,000,000) or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 10,000 in excess of that amount as a LIBOR Loan; providedPROVIDED, howeverHOWEVER, that a LIBOR Loan may only not be converted into a Base Rate Loan except on the expiration date of an Interest Period applicable thereto. Borrower Swing Line Loans may not be converted into LIBOR Loans. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:30 a.m. (New York City California time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm Agent on or before the proposed conversion/ continuation date. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice no later than 2:00 P.M. Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6A, 2.6B and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith or, in the event Company retracts the applicable Notice of any proposed conversionConversion/Continuation prior to the conversion to or continuation of such LIBOR Loan, to pay such amounts as shall be payable under this subsection 2.2D, Administrative Agent shall promptly transmit 2.6C if such notice by telefacsimile conversion or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinuation does not occur as the result of such retraction.
Appears in 1 contract
Sources: Credit Agreement (Oakley Inc)
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6this Agreement, Borrower shall have the option (iA) as of any date to convert at any time all or any part of its outstanding Term Loans Base Rate Portion, if any, into one or Revolving Loans from Loans bearing interest at more LIBO Rate Portions; (B) as of the last day of its applicable Interest Period, to convert all or any part of a rate determined by reference LIBO Rate Portion to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, Base Rate Portion on such expiration date; or (iiC) upon as of the expiration last day of any Interest Period applicable to a LIBOR LoanPeriod, to continue all or any portion part of a LIBO Rate Portion, and, in the case of clauses (B) and (C) of this paragraph, the succeeding Interest Period of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loancontinued LIBO Rate Portion shall commence on such expiration date; provided, however, that a LIBOR Loan no outstanding portion of the Revolving Loans may only be continued as, or be converted into, a LIBO Rate Portion (i) if the continuation of, or the conversion into such LIBO Rate Portion, would violate any of the provisions of Section 3.1(1)(A)(v) of this Schedule or (ii) if as of such date a Base Default or an Event of Default would occur or has occurred and is continuing.
(b) To convert or continue a LIBO Rate Loan on the expiration date of an Interest Period applicable theretoPortion under this Section 3.1(I)(A)(iii). Borrower shall deliver a Notice of Conversion/Continuation Continuation, in the form of Exhibit A attached hereto and incorporated herein by this reference, to Administrative Agent Lender no later than 12:00 Noon 10:00 a.m. (New York City Los Angeles time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the amount and Type of the Loan principal portion of the Revolving Loans to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (vC) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingwhether such portion shall be converted and/or continued. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Lender telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 3.l(I)(A)(iii), Administrative Agent shall promptly transmit and such notice shall be confirmed in writing delivered to Lender promptly (but in no event later than 3:00 p.m. (Los Angeles time) on the same Business Day). Any Notice of Conversion/Continuation delivered by telefacsimile or electronic mail Borrower (or telephonic notice in lieu thereof) shall be irrevocable when given pursuant to this clause (b) (whether given in writing or by telephone promptly confirmed by telefacsimile telephone), and Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 and Section 2.1.B(i), the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans the same type of Loan bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate an ABR Loan on the expiration date of an Interest Period applicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate an ABR Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering Further, the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice submission by the required time Borrower of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on shall constitute a re-certification by the day on which such telephonic notice is given. Upon receipt Borrower, as of written or telephonic notice the date of any the proposed conversion/continuation, as to the matters to which the Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in Sections 2.6.B and 2.6.C, a Notice of Conversion/Continuation for conversion to, or continuation under this subsection 2.2Dof, Administrative Agent a LIBOR Rate Loan shall promptly transmit such notice by telefacsimile be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Switch & Data Facilities Company, Inc.)
Conversion or Continuation. Subject 2.7.1. The Borrower may, upon irrevocable written notice to the provisions Bank in accordance with Subsection 2.7.1 elect, as of subsection 2.6any Business Day, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisthe US Prime Rate Loans, in each either case in a Minimum Amount therefor, or (ii) upon the expiration minimum amount of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 250,000 and in integral multiples of $100,000 in excess thereof, into LIBOR Loans; or (ii) elect, as of that the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day or any part thereof, in either case in the minimum amount and in integral multiples as a LIBOR Loan; specified above: provided, however, that a if at any time the aggregate amount of LIBOR Loans in respect of any LIBOR Loan may only is reduced, by payment, prepayment, or conversion of part thereof to be converted less than $250,000 such LIBOR Loan shall at the Bank’s election conve1t into a Base US Prime Rate Loan Loans, and on and after such date the expiration date right of an Interest Period applicable theretothe Borrower to convert such Loans into LIBOR Loans shall terminate.
2.7.2. Whenever the Borrower elects to convert or continue US Prime Rate Loans or LIBOR Loans under this Section 2.7, the Borrower shall deliver to the Bank a Notice of Conversion/Continuation to Administrative Agent Continuation, signed by an authorized officer or signatory of the Borrower (i) no later than 12:00 Noon 11:00 a.m. (New York City timePacific Time) at least one (1) Business Day in advance of the requested conversion date, in the case of a conversion into US Prime Rate Loans, and (ii) no later than 11:00 a.m. (Pacific Time) three (3) Business Days in advance of the proposed requested conversion date (or continuation date, in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in . If the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive fails to provide a Notice of Conversion/Continuation for any LIBOR Loans as provided above, such LIBOR Loans shall convert to confirm such telephonic notice no later than 2:00 P.M. (New York City time) US Prime Rate Loans on the last day on which such telephonic notice is givenof the Interest Period therefor.
2.7.3. Upon receipt Any Notice of written Conversion/Continuation made pursuant to this Section 2.7 shall be irrevocable and the Borrower shall be bound to continue or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderconvert the Loan specified therein in accordance therewith.
Appears in 1 contract
Sources: Loan and Security Agreement (Idw Media Holdings, Inc.)
Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.14, Borrower the Borrowers shall have the option (ia) to convert at any time to convert all or any part of its any outstanding Term Base Rate Loans or Revolving in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Base Rate Loans from to LIBOR Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or and (iib) upon the expiration of any Interest Period applicable to a specific Borrowing of LIBOR LoanLoans, to continue all or any portion of such Loan equal to Loans in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; providedLoans, however, that a and the succeeding Interest Period of such continued LIBOR Loan may only be converted into a Base Rate Loan Loans shall commence on the expiration date of an the Interest Period previously applicable thereto. Borrower . The Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 Noon noon (New York City Eastern time) at least three one (1) Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days Day in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the aggregate amount and Type of the Loan Loans to be converted/continued, (iiic) the nature of the proposed conversion/continuation, and (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection 2.7; provided, provided however, that Administrative Agent such notice shall receive be promptly confirmed in writing by a Notice of Conversion/Continuation delivered to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under date. The execution and delivery of each Notice of Conversion/Continuation shall be deemed a representation and warranty by the Borrowers that the requested conversion/continuation may be made in accordance with, and will not violate the requirements of, this subsection 2.2DAgreement, including those set forth in Sections 2.7.1 and 2.14.1. . Promptly after receipt of a Notice of Conversion/Continuation (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit notify each Lender of the proposed conversion or continuation. Neither the Administrative Agent nor the Lender shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrowers or for otherwise acting in good faith under this Section 2.7 and, upon conversion/continuation by the Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, the Borrowers shall have effected a conversion/continuation of Loans hereunder. . Except as provided in Section 3.4.5, a Notice of Conversion/Continuation shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrowers shall be bound to convert or continue such notice Loan in accordance therewith. . In the event any LIBOR Loan is unpaid upon the expiration of the Interest Period applicable thereto and a Notice of Conversion/Continuation has not been given in the manner provided in Section 2.7.2, such LIBOR Loan shall, effective as of the last day of such Interest Period, become a Base Rate Loan. . Each Loan made by telefacsimile a Lender to the Borrowers pursuant to this Agreement shall be evidenced by a Note of each Borrower in the form attached hereto as Exhibit 2.8 payable to the order of such Lender in an amount equal to such Lender's Percentage of the aggregate amount of the Commitments. Each Lender hereby is authorized to record and endorse the date and principal amount of each Loan made by it, and the amount of all payments and prepayments of principal and interest made to such Lender with respect to such Loans, on a schedule annexed to and constituting a part of such Lender's Note from each Borrower, which recordation and endorsement shall constitute prima facie evidence of the Loans made by such Lender to such Borrower and payments made by Borrowers to such Lender, absent manifest error; provided, however, that (a) failure by any Lender to make any such recordation or electronic mail endorsement shall not in any way limit or otherwise affect the obligations of such Borrower or the rights and remedies of the Lenders under this Agreement or the Notes, and (b) payments of principal and interest on the Loans to the Lenders shall not be affected by the failure to make any such recordation or endorsement thereof. In lieu of making recordation or endorsement, the Lenders hereby are authorized, at their option, to record the payments or prepayments on their respective books and records in accordance with their usual and customary practice, which recordation shall constitute prima facie evidence of the Loans made by the Lenders to the Borrowers and the payments and prepayments made by the Borrowers to the Lenders, absent manifest error. . The Administrative Agent may assume that each Lender has made the proceeds of its Loans available to the Administrative Agent on the corresponding Funding Date in the event the applicable conditions precedent to funding the requested Loans set forth in Article 6 have been satisfied or waived in accordance with Section 12.3, and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, advance all or any portion of the amount of any requested Borrowing on such Funding Date to the Borrower designated by the Borrowers to receive such requested Borrowing prior to receiving the proceeds of the corresponding Loans from the Lenders. If the Administrative Agent has advanced proceeds of any Loan to such Borrower on behalf of any Lender and such Lender fails to make available to the Administrative Agent its Percentage share of such Loan as required by Sections 2.2 or 2.3.4, the Administrative Agent shall be entitled to recover such amount on demand from such Lender. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall notify the Borrowers and the Borrowers shall pay such amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest at the Federal Funds Rate or any other rate customarily used by banks for the correction of errors among banks, but in no event to exceed the Highest Lawful Rate, on such amount so advanced on behalf of a Lender for each day from the date such amount was made available by the Administrative Agent to the Borrowers to the date such amount is recovered by the Administrative Agent, with interest at the applicable rate for such Loan. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill such Lender's Commitments or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. . The proceeds of the Revolving Credit Loans will be used by the Borrowers, for working capital purposes and for other general corporate or partnership purposes, and will not be used by the Borrowers for any purpose prohibited by the terms of this Agreement or by telephone promptly confirmed any law. The proceeds of the Letter of Credit Loans will be used solely to reimburse the Issuing Bank for amounts paid by telefacsimile it in respect of drawings on Letters of Credit incurred for Letter of Credit Supportable Obligations and will not be used by the Borrowers for any purpose prohibited by the terms of this Agreement or electronic mail) by any law. . In consideration for the obligations of the Administrative Agent, the Issuing Bank and the Lenders set forth herein, the Borrowers shall pay the following credit fees: . In consideration of each Lender's agreement to participate in the Facilities as provided herein, the Borrowers shall pay to each Lender a per annum fee in an amount equal to twenty one-hundredths of one percent (0.20%) of such Lender's Percentage of the Commitments hereunder. This fee shall be payable in quarter-annual installments, in advance, on each January 1, April 1, July 1, and October 1 of each year based upon the amount of Commitments as of each date and calculated based upon a 365-day year and the actual number of days elapsed. . The Borrowers agree to pay to each Issuing Bank annual letter of credit fees with respect to each Standby Letter of Credit issued by such Issuing Bank on the date of issuance of each such Standby Letter of Credit, equal to the stated amount of each such Standby Letter of Credit multiplied by the Applicable Standby Letter of Credit Fee Percentage and the fraction of a year that such Standby Letter of Credit is to be outstanding calculated based upon a 365-day year and the actual number of days to elapse. The Borrowers further agree to pay to each Issuing Bank annual letter of credit fees with respect to each Commercial Letter of Credit issued by such Issuing Bank on the earlier of (i) the termination date of each such Commercial Letter of Credit or (ii) the date each such Commercial Letter of Credit is drawn upon in an amount equal to the stated amount of each such Commercial Letter of Credit multiplied by the Applicable Commercial Letter of Credit Fee Percentage and the fraction of a year that such Commercial Letter of Credit was outstanding (calculated based upon a 365-day year and the actual number of days elapsed). The fees to be paid pursuant to this Section 2.11.2 are collectively referred to herein as "Letter of Credit Fees". Each Issuing Bank shall pay to the Administrative Agent no later than the last day of each quarter and on the Termination Date all Letter of Credit Fees received by such Issuing Bank during such quarter, together with a summary of how such fees were calculated, and the Administrative Agent shall distribute all Letter of Credit Fees to each Lender in proportion to that Lender's Percentage on January 1, April 1, July 1 and October 1 of each year, and on the Termination Date. . Pursuant to one or more separate agreements with the Issuing Bank, Borrowers shall pay to the Issuing Bank its normal and customary fees charged by the Issuing Bank upon the establishment of any Letter of Credit, upon any amendment or transfer of a Letter of Credit and upon the payment of any drawing under any Letter of Credit.
Appears in 1 contract
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6SECTION 2.07, each Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans, in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, from Loans that are Base Rate Loans to LIBOR; (ii) to convert all or Revolving any part of its outstanding Loans from LIBOR Loans bearing interest at a rate determined by reference to one basis to Base Rate Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or on the expiration of the Interest Period applicable thereto; and (iiiii) upon the expiration of any Interest Period applicable to a its outstanding LIBOR Loan, Loan to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount LIBOR Loans as a LIBOR Loan; provided, however, PROVIDED that a LIBOR Loan no outstanding Loans may only be converted into into, or continued as, LIBOR Loans when any Default or Event of Default has occurred and is continuing.
(b) Whenever a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower elects to convert or continue Loans under this SECTION 2.06, such Borrower shall deliver to the Agent a Notice written notice substantially in the form of Conversion/Continuation to Administrative Agent that attached hereto as EXHIBIT H-2 (a "NOTICE OF CONVERSION/ CONTINUATION"), signed by an authorized officer of such Borrower (i) no later than 12:00 Noon 10:00 a.m. (New York City time) at least three two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a into Base Rate LoanLoans, and (ii) and at least no later than 10:00 a.m (New York time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify (i1) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii2) the amount and Type type of the Loan Loans to be converted/converted or continued, (iii3) the nature of the proposed conversion/requested conversion or continuation, and (iv4) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation pursuant to confirm this SECTION 2.06(B), the Agent shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that a Borrower should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such telephonic notice no later than 2:00 P.M. (New York City time) Loans, on the last day on which of the Interest Period with respect to such telephonic notice is given. Upon receipt Loans, shall convert to Base Rate Loans.
(c) Any Notice of written Conversion/Continuation for conversion to, or telephonic notice of any proposed conversion/continuation under of, Loans made pursuant to this subsection 2.2D, Administrative Agent SECTION 2.06 shall promptly transmit such notice by telefacsimile be irrevocable and the applicable Borrower shall be bound to convert or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Sources: Loan and Security Agreement (KMC Telecom Holdings Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans (with the exception of any Swing Line Loans) equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business \Business Day), (ii) the amount and Type type of the Loan to be converted/converted/ continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no 48 Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/conversion/ continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Each Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Term Base Rate Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, LIBO Rate Loans; or (iiB) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of outstanding LIBO Rate Loans, in accordance with the terms of Section 4.01(a), having LIBO Rate Interest Periods which expire on the same date as LIBO Rate Loans, and the succeeding LIBO Rate Interest Period of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loancontinued Loans shall commence on such expiration date; provided, however, that a LIBOR (I) no portion of any outstanding Loan may only be continued as (and shall be immediately converted into a Base Rate Loan), or be converted into, a LIBO Rate Loan (x) if the continuation of, or the conversion into, would violate any of the provisions of Section 4.02 or (y) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and (II) if the option set forth in clause (B) of this Section is not exercised, in accordance with the terms of Section 4.01(c)(ii), in respect of a LIBO Rate Loan, such LIBO Rate Loan shall convert automatically into a Base Rate Loan on the expiration final date of an the applicable LIBO Rate Interest Period applicable thereto. Period.
(ii) To convert or continue a Loan under Section 4.01(c)(i), each Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Funding Agent no later than 12:00 Noon 11:00 a.m. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Continuation shall specify (iA) the identity of the Borrower delivering such notice, (B) the proposed conversion/continuation date (which shall be a Business Day), (iiC) the principal amount and Type of the Loan to be converted/continued, (iiiD) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivE) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested LIBO Rate Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, such Borrower may give Administrative the Funding Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), Administrative and such notice shall be confirmed in writing delivered to the Funding Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii) (or telephonic notice in lieu thereof), the Funding Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or electronic mail telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable, and such Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower (i) Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable theretoof one month. Borrower Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing; PROVIDED however, that during the Delayed Draw Term B Loan Period, Company may only request Tranche B Term Loans be converted to or continued as Base Rate Loans or LIBOR Loans with an Interest Period of one month (unless Administrative Agent shall, in its sole discretion, otherwise consent). In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice, Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans AXELs or Revolving Loans equal to at least $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to at least $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, continuation and (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of EXECUTION delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B and 2.6C, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, The Borrower shall have the option (iA) to convert at any time all or any part of its outstanding Term Base Rate Loans to LIBOR Rate Loans; (B) to convert all or Revolving any part of outstanding LIBOR Rate Loans from having LIBOR Interest Periods which expire on the same date to Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of outstanding LIBOR Rate Loans having LIBOR Interest Periods which expire on the same date as LIBOR Rate Loans, and the succeeding LIBOR Interest Period of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loancontinued Loans, shall commence on such expiration date; provided, however, that no such outstanding Loan may be continued as, or be converted into, a LIBOR Loan may only be converted into a Base Rate Loan on (i) if the expiration date continuation of, or the conversion into, would violate any of the provisions of Section 4.2 or (ii) if an Event of Default or Potential Event of Default has occurred and is continuing. Any conversion into or continuation of LIBOR Rate Loans under this Section 4.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess of that amount, except in the case of a conversion into or a continuation of an Interest Period applicable thereto. entire Borrowing of Non Pro Rata Loans outstanding at any one time.
(i) To convert or continue a Loan under Section 4.1(c)(i), the Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 Noon 11:00 a.m. (New York City Boston time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Conversion/ Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and Type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested LIBOR Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of Conversion/ Continuation, the above-described Borrower may give the Administrative Agent telephonic notice of any proposed conversion/ continuation by the time required under this Section 4.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation, Borrower may give Continuation to the Administrative Agent telephonic notice by facsimile transmission promptly, but in no event later than 12:00 p.m. (Boston time) on the required time same day. Promptly after receipt of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. under this Section 4.1(c)(ii) (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of any transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 4.1(c)(ii) shall be irrevocable, and the Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered at least three (3) Business Days in advance of the proposed conversion/continuation under this subsection 2.2Ddate with respect to outstanding LIBOR Rate Loans, upon the expiration of the LIBOR Interest Period applicable thereto, such Loans shall automatically be converted to Base Rate Loans. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then the Borrower shall promptly transmit be deemed to have submitted a Notice of Conversion/Continuation with respect to the full amount of such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each LenderLIBOR Loan requesting a Base Rate Loan.
Appears in 1 contract
Conversion or Continuation. (a) Subject to the other provisions of subsection 2.6hereof, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Base Rate Loans which comprise part of the same Borrowing to LIBO Rate Loans, (ii) to convert all or Revolving any part of outstanding LIBO Rate Loans from Loans bearing interest at a rate determined by reference which comprise part of the same Borrowing to one basis to Loans bearing interest at a rate determined by reference to an alternative basisBase Rate Loans, in each case in a Minimum Amount thereforon the expiration date of the Interest Period applicable thereto, or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of such Loan equal to $1,000,000 and integral multiples outstanding LIBO Rate Loans which comprise part of $100,000 in excess the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration of the Interest Period applicable thereto; PROVIDED that amount as a LIBOR Loan; provided, however, that a LIBOR (A) no Base Rate Loan may only be converted into a Base LIBO Rate Loan on at any time during the expiration date first two days after the Closing Date and (B) no Loan may be continued as, or converted into, a LIBO Rate Loan when any Default or Event of an Interest Period applicable thereto. Default has occurred and is continuing.
(b) In order to elect to convert or continue a Loan under this Section 2.10, the Borrower shall deliver an irrevocable notice thereof (a "Notice of Conversion/Continuation Conversion or Continuation") to Administrative the Agent no later than 12:00 Noon (10:00 A.M., New York City time, (i) at least three (3) Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoan and (ii) and at least three (3) Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Conver- sion or Continuation shall specify (iw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (iix) the amount and Type of the Loan to be converted/converted or continued, (iiiy) the nature of the proposed conversion/continuationwhether a conversion or continuation is requested, and (ivz) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (v) in the case . Promptly after receipt of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Conversion or Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DSection 2.10(b), Administrative the Agent shall promptly transmit such provide each Bank notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderthereof.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; providedPROVIDED, howeverHOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretothereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D ; PROVIDED, FURTHER that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans. Borrower Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of any Loan subject to each Lenderthe Notice of Conversion/Continuation.
Appears in 1 contract
Conversion or Continuation. Subject to the other provisions of subsection 2.6this Agreement, Borrower including, without limitation, satisfying the conditions set forth in Section 2.2, Borrowers shall have the option to (i) to convert at any time all or any part of its outstanding Term Loans or Revolving equal to $500,000 and integral multiples 53 of $100,000 in excess of that amount from Base Rate Loans from to SOFR Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR SOFR Loan, to (A) continue all or any portion of such SOFR Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR SOFR Loan may only be converted into or (B) convert all or any portion of such SOFR Loan to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan commence on the expiration date last day of an the Interest Period applicable theretoof the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a SOFR Loan, when any Event of Default or Default has occurred and is continuing. Borrower The Borrowing Agent shall deliver a Continuation/Conversion Notice of Conversionwith respect to any such conversion/Continuation continuation to Administrative Agent no later than 12:00 Noon 2:00 p.m. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. With The Continuation/Conversion Notice with respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed such conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify certify: (i) the proposed conversion/continuation date (which shall be a Business Day), ; (ii) the amount and Type of the Loan to be converted/continued, ; (iii) the nature of the proposed conversion/continuation, ; (iv) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, the requested Interest Period, and ; (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (vi) that all conditions to make Loans as set forth in Section 3.2 have been satisfied. In lieu of delivering a Continuation/Conversion Notice with respect to any such conversion or continuation, the above-described Notice of Conversion/Continuation, Borrower Borrowing Agent may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm Section 3.2(d) (in such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which Borrowing Agent shall certify to the items set forth above with respect to the Continuation/Conversion Notice); provided that such telephonic notice is given. Upon receipt shall be promptly confirmed in writing by delivery of written a Continuation/Conversion Notice (in form and substance described herein) with respect to such conversion/continuation to Agent on or telephonic notice of any before the proposed conversion/continuation date. Once given, the Borrowing Agent shall be bound by such telephonic notice. Upon the expiration of an Interest Period for a SOFR Loan, in the absence of a new Continuation/Conversion Notice or a telephonic notice submitted to Agent not less than three (3) Business Days prior to the end of such Interest Period, the applicable SOFR Loan shall be automatically converted to a Base Rate Loan. Neither Agent nor any Lender shall incur any liability to any Borrower or any other Loan Party in acting upon any telephonic notice or a Continuation/Conversion Notice referred to above that Agent believes in good faith to have been given by an officer or other person authorized to act on behalf of any Borrower or for otherwise acting in good faith under this subsection 2.2DSection 2.2(d). This Section 2.2(d) shall not apply to Swingline Loans, Administrative Agent shall promptly transmit such notice by telefacsimile which may not be converted or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinued.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $250,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 250,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrowers or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrowers shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection Section 2.6, Borrower (i) Company shall have the option (i) to convert at on any time Business Day all or any part of its outstanding Term Loans or Revolving Loans under a single Tranche equal to $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or basis and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, Company shall have the option to continue as a LIBOR Loan all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Loanamount; provided, however, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this Section 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of with an Interest Period applicable theretoof one month; and provided, further, no partial conversion of a borrowing of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such borrowing to less than $5,000,000. Borrower Borrowings of LIBOR Loans resulting from this Section 2.2D shall be limited in number as provided in Section 2.1B. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent at the Notice Office no later than 12:00 Noon 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection Section 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection Section 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in Sections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Alliance HealthCare Services, Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5 million and multiples of $1 million in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR LIBO Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5 million and integral multiples of $100,000 1 million in excess of that amount as a LIBOR LIBO Rate Loan; provided, however, that (i) a LIBOR LIBO Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBO Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans A, Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $2,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,000,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York City Dallas, Texas time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of ConversionConver-sion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conver-sion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (CFP Holdings Inc)
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 2.06 hereof, the Borrower shall have the option (i1) to convert at any time all or any part of its outstanding Term Revolving Credit Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basiswhich, in each case the aggregate, equal $100,000.00 or an integral multiple of $1,000.00 in a Minimum Amount therefor, excess of that amount from Prime Rate Loans to Eurodollar Rate Loans; or (ii2) to convert all or any part of outstanding Revolving Credit Loans which, in the aggregate, equal $100,000.00 or an integral multiple of $1,000.00 in excess of that amount from Eurodollar Rate Loans to Prime Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (3) upon the expiration of any Eurodollar Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan Revolving Credit Loans equal to $1,000,000 and 100,000.00 or an integral multiples multiple of $100,000 1,000.00 in excess of that amount as a LIBOR LoanEurodollar Rate Loans of the same type, and the succeeding Eurodollar Interest Period of such continued Revolving Credit Loans shall commence on the expiration date of the Eurodollar Interest Period applicable thereto; provided, however, that a LIBOR no outstanding Revolving Credit Loan may only be continued as, or be converted into into, a Base Eurodollar Rate Loan on when any Event of Default or Potential Event of Default has occurred and is continuing.
(b) In the expiration date of an Interest Period applicable thereto. event the Borrower shall elect to convert or continue a Revolving Credit Loan under this Section 2.02(iii), the Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent the Lender no later than 12:00 Noon 2:00 p.m. (New York City Philadelphia, Pennsylvania time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Prime Rate Loan, and no later than 2:00 p.m. (Philadelphia, Pennsylvania time) and at least three two Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, to or a continuation of, of a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i1) the proposed conversion/continuation date (which shall be a Business Day), (ii2) the amount and Type of the Revolving Credit Loan to be converted/continued, (iii3) the nature of the proposed conversion/continuation, continuation and (iv4) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Lender telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 2.02(iii); provided, Administrative Agent shall promptly transmit however, that such notice shall be confirmed in writing by telefacsimile delivery to the Lender promptly (but in no event later than the proposed conversion/continuation date) of a Notice of Conversion/Continuation.
(c) Any Notice of Conversion/Continuation for conversion to, or electronic mail continuation of, a Revolving Credit Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement (Diagnostic Retrieval Systems Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding AXELs, Additional Term Loans or Revolving Loans equal to at least $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to at least $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, continuation and (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conver- sion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B and 2.6C, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Rose Hills Co)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further that no Loan may be made as or converted into a Index Rate Loan during the period from December 24 of any year to and including January 7 of the immediately succeeding year for the purpose of investing in securities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Managing Agent no later than 12:00 Noon 3:00 P.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Index Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, of a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower may give Administrative Managing Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Managing Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Promptly upon receipt by Managing Agent of any Notice of Conversion/Continuation pursuant to this subsection 2.2D (or telephonic notice in lieu thereof), Managing Agent shall notify each Lender of the proposed conversion or continuation. Neither Managing Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Managing Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Hartmarx Corp/De)
Conversion or Continuation. Subject to the provisions of subsection Section 2.6, Borrower the Borrowers shall have the option (i) to convert at any time all or any part of its their outstanding Term Loans equal to the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount from Daily Rate Loans to Fixed Rate Loans in the same currency (or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, vice versa) or (ii) upon the expiration of any Interest Period applicable to a LIBOR Fixed Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Fixed Rate Loan on in the expiration date of an same currency for another permissible Interest Period applicable theretoPeriod. Borrower The Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 12:00 Noon 1:00 p.m. (New York City time) at least three Business Days in advance of on the proposed conversion date (in the case of a conversion to a Base Daily Rate Loan) ), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Fixed Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount amount, Type and Type Class of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Fixed Rate Loan, the requested Interest Period, Period and (v) in the case of a conversion to, or a continuation of, a LIBOR Fixed Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection Section 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.date. Each conversion
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6Section 3.3 hereof, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving bearing interest as Prime Rate Loans from to Term Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisas LIBOR Loans, in each case in a Minimum Amount therefor, or and (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, (a) to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a with the succeeding Interest Period of such continued LIBOR Loan may only be converted into a Base Rate Loan to commence on the expiration date most recent Interest Payment Date thereof or (b) to convert all or part of an Interest Period applicable theretosuch Loan to a Term Loan bearing interest as a Prime Rate Loan. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent Bank no later than 12:00 Noon noon (New York City Louisville, Kentucky time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan or a Prime Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent Bank telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, section 3.2D; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Agent Bank on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. The Banks shall not incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Agent Bank believes in good faith to have been given by a duly Authorized Officer or other Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2DSection 3.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Term Loans in accordance with this Loan Agreement pursuant to any such telephonic notice, the Borrower shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in Sections 4.2, 4.3 and 4.7 hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date and the Borrower shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the other provisions of subsection 2.6this Agreement, Borrower including, without limitation, satisfying the conditions set forth in Section 3, Borrowers shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR Loan, to (a) continue all or any portion of such LIBOR Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a Loan or (b) convert all or any portion of such LIBOR Loan may only be converted into to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan shall commence on the expiration date last day of an the Interest Period applicable theretoof the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan, when any Event of Default or Default has occurred and is continuing. Borrower Borrowers shall deliver a Notice of ConversionBorrowing with respect to any such conversion/Continuation continuation to Administrative Collateral Agent no later than 12:00 Noon p.m. (noon) New York City time) time at least three Business Days in advance of the proposed conversion date two (in the case of a conversion to a Base Rate Loan2) and at least three Business Days in advance of the proposed conversion/continuation date (in the case date. The Notice of a conversion to, or a continuation of, a LIBOR Loan). With Borrowing with respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed such conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), ; (ii2) the amount and Type of the Loan to be converted/continued, ; (iii3) the nature of the proposed conversion/continuation, ; (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and ; (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (6) that all conditions to make Loans as set forth in Section 3 and in the Conditions Rider have been satisfied or waived. In lieu of delivering the above-described a Notice of ConversionBorrowing with respect to any such conversion/Continuationcontinuation, any Borrower may give Administrative Collateral Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(D) (in such telephonic notice such Borrower shall certify to the items set forth above with respect to the Notice of Borrowing); provided that Administrative Agent such telephonic notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Borrowing (in form and substance described herein) with Neither Collateral Agent nor any Lender shall incur any liability to confirm such any Borrower in acting upon any telephonic notice no later than 2:00 P.M. (New York City time) or a Notice of Borrowing referred to above that Collateral Agent believes in good faith to have been given by an officer or other person authorized to act on the day on which behalf of such telephonic notice is given. Upon receipt of written Borrower or telephonic notice of any proposed conversion/continuation for otherwise acting in good faith under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender2.2(D).
Appears in 1 contract
Sources: Loan and Security Agreement (Sun Healthcare Group Inc)
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6section 1.14, Borrower the Borrowers shall have the option option, exercisable upon delivery of a Notice of Interest Rate Election as hereinafter provided (iA) to convert at any time all or any part portion (consisting of its $1,000,000 or an integral multiple thereof) of the aggregate principal amount of the Loans then outstanding Term Loans or Revolving Loans from Loans bearing which bear interest at a rate determined by reference to one interest rate basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, the other basis or (iiB) upon the expiration of any the current Interest Period applicable to a the LIBOR LoanRate Loans, to continue as such all or any portion (consisting of such Loan equal to $1,000,000 and or an integral multiples multiple thereof) of $100,000 in excess the aggregate principal amount of the LIBOR Rate Loans then outstanding, provided that amount as a LIBOR Loan; provided, however, that a LIBOR Loan Rate Loans or portions thereof may only be converted into a Base Rate Loan on Loans only upon the expiration date of an the current Interest Period applicable with respect thereto. .
(ii) The Borrower Representative shall deliver a Notice of Conversion/Continuation Interest Rate Election to the Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoans) and at least three Business Days in advance of the proposed conversion/conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR LoanRate Loans). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation Interest Rate Election shall specify (i) the proposed conversion/conversion or continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continuedwhether a conversion or a continuation is desired, (iii) in the nature case of a conversion to LIBOR Rate Loans, the requested first day of the proposed conversion/continuationInterest Period, and (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR LoanRate Loans, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/ContinuationInterest Rate Election, the Borrower Representative may give the Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or continuation under this subsection 2.2D, section 1.7(d); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation Interest Rate Election to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Agent on or before the day on which such telephonic notice is givendate of the proposed conversion or continuation. Upon receipt of written or telephonic notice of any proposed conversion/conversion or continuation under this subsection 2.2Dsection 1.7(d), the Administrative Agent shall promptly transmit a copy of such notice by telefacsimile facsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iii) Each Lender Party shall be entitled to rely upon, and shall be fully protected under this Agreement in relying upon, any Notice of Interest Rate Election believed by the Administrative Agent to be genuine and to assume that the Person or Persons giving the same on behalf of the Borrowers were duly authorized to do so unless the responsible individual acting thereon for the Administrative Agent shall have acquired actual knowledge to the contrary. Neither the Administrative Agent nor any Lender shall incur any liability to either Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer of the Borrower Representative or by any other Person authorized to act on behalf of the Borrowers or otherwise for acting in good faith under this section 1.7(d), or in effecting any conversion or continuation of the applicable basis for determining the interest rate with respect to the Loans or any portion thereof in accordance with this Agreement pursuant to any such telephonic notice.
(iv) Except as otherwise provided in sections 1.14(b), (c) and (g), a Notice of Interest Rate Election for a conversion to, or a continuation of, LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable, and the Borrowers shall be bound to effect the indicated conversion or continuation in accordance therewith.
(v) In the event that the Borrower Representative shall fail at any time to submit a Notice of Interest Rate Election to the Administrative Agent in accordance with paragraph (ii) above, or shall not be permitted to do so during the pendency of a Default or Event of Default as provided in such paragraph (ii) at a time when there are LIBOR Rate Loans outstanding hereunder, then all LIBOR Rate Loans then outstanding shall become Base Rate Loans upon the expiration of the Interest Period in effect at the time.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Grand Canal Shops Mall Construction LLC)
Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 hereof, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans made to the Bor- rower from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, in each case in (ii) to convert at any time all or any part of outstanding Line of Credit Advances made to the Borrower from Line of Credit Advances bearing interest at a Minimum Amount thereforrate determined by reference to one basis to Line of Credit Advances bearing interest at a rate determined by reference to an alternative basis, or (iiiii) upon the expiration of any Interest Period applicable to a LIBOR LoanRate Loan made to the Borrower, to continue all or any portion of such LIBOR Rate Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan, and the succeeding Interest Period of such contin- ued LIBOR Rate Loan shall commence on the last day of the current Interest Period with re- spect thereto; provided, however, provided however that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest the Inter- est Period applicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 12:00 Noon 10:30 A.M. (New York City Louisville, Kentucky time) at least three on the same Business Days Day in advance of the proposed conversion pro- posed conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of ConversionConver- sion/Continuation shall specify (i) the proposed pro- posed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Revolving Loan or the Line of Credit Advance to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, the Borrower may give Administrative Agent the Banks telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, Section 2.2(d); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm the Agent on or before the proposed conver- sion/continuation date. Neither the Agent nor the Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by an Authorized Officer of the Borrower or for otherwise acting in good faith under this Section 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans or any Line of Credit Advances made to the Borrower in accordance with this Loan Agreement pursuant to any such telephonic notice no later than 2:00 P.M. (New York City timenotice, the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in Sections 2.6(b), 2.6(c) on the day on which such telephonic notice is given. Upon receipt and 2.6(g) hereof, a Notice of written Conversion/Continuation for conversion to, or telephonic notice of any proposed conversion/continuation under this subsection 2.2Dof, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile tele- phonic notice in lieu thereof) shall be irre- vocable on and after the related Interest Rate Determination Date and the Borrower shall be bound to effect the conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower (i) The Borrowers shall have the option (iA) to convert at any time all or any part of its outstanding Term Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans; (B) to convert all or Revolving any part of outstanding Fixed Rate Loans from having Interest Periods which expire on the same date to Floating Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, on such expiration date; or (iiC) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans, and the succeeding Interest Period of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loancontinued Fixed Rate Loans shall commence on such expiration date; provided, however, that a LIBOR no outstanding Loan may only be continued as, or be converted into into, a Base Fixed Rate Loan on (i) if the expiration date continuation of, or the conversion into, such a Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Interest Period applicable theretoEvent of Default would occur or has occurred and is continuing. Borrower Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of $5,000,000 and in integral multiples of $250,000 in excess of that amount.
(ii) To convert or continue a Loan under Section 4.01(c)(i), the Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 12:00 Noon 11:00 a.m. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Continuation shall specify (iA) the proposed conversion/continuation date (which shall be a Business Day), (iiB) the principal amount and Type of the Loan to be converted/continued, (iiiC) the nature of the proposed conversion/continuationwhether such Loan shall be converted and/or continued, and (ivD) in the case of a conversion to, or a continuation of, a LIBOR Fixed Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSection 4.01(c)(ii), and such notice shall be confirmed in writing delivered to the Administrative Agent promptly (but in no event later than 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly transmit such notice notify each Lender by telefacsimile telex or electronic mail telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable, and the Borrowers shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.62.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), Borrower shall have the option to (i) to convert at any time all or any part of its any outstanding Term Loans equal to or Revolving Loans greater than $1,000,000 from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to or greater than $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR LoanLoan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, however, that a LIBOR Loan Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any Default or Event of Default has occurred and is continuing; and provided, further, that no Loan may be converted to a LIBOR Loan until ten (10) days after the Closing Date. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York City Chicago, Illinois time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a the conversion to, of any Base Rate Loans into LIBOR Loans or a the continuation of, a LIBOR Loan). With respect to of any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest PeriodLoans. A Notice of Conversion/Continuation shall specify certify: (i1) the proposed conversion/continuation date (which shall be a Business Day), (ii2) the amount and Type of the Loan to be converted/continued, (iii3) the nature of the proposed conversion/continuation, (iv4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v5) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(C); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(C). Except as provided in subsection 2.2(D)(4), Administrative a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once given, and Borrower shall be bound to convert or continue in accordance therewith and Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lenderhave no liability for acting in accordance with Borrower's instructions contained therein.
Appears in 1 contract
Sources: Credit Agreement (Lynch Corp)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower thereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no not later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of any Loan subject to each Lenderthe Notice of Conversion/Continuation.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to Five Hundred Thousand Dollars ($500,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to Five Hundred Thousand Dollars ($1,000,000 500,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York, New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile facsimile or electronic mail telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice, Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or electronic mailcontinuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Rate Loan at least three (3) Business Days prior to each Lenderthe last day of the then current Interest Period, then the outstanding LIBOR Rate Loan shall be deemed to be converted, on the last day of the then current Interest Period, into a Base Rate Loan and thereafter shall bear interest as such.
Appears in 1 contract
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6Section 3.3, any Borrower shall have the option (i1) to convert at any time all or any part of its outstanding Term Revolving Loans (other than Seasonal Revolving Loans), in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, from Reference Rate Loans to LIBOR Loans; (2) to convert all or any part of its outstanding Revolving Loans from LIBOR Loans bearing interest at a rate determined by reference to one basis to Reference Rate Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or on the expiration of the Interest Period applicable thereto; and (ii3) upon the expiration of any Interest Period applicable to a any outstanding LIBOR Loan, to continue all or any portion of such LIBOR Loan equal to in a minimum amount of $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount amount, as a LIBOR Loan; provided, however, that a LIBOR Loan no outstanding Loans may only be converted into a Base Rate Loan on into, or continued under the expiration date foregoing clause (3) as LIBOR Loans when any Default or Event of an Interest Period applicable theretoDefault has occurred and is continuing. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolving Loans must be applied pro rata to the Revolving Loans according to the outstanding principal balance of each Revolving Loan.
(b) Whenever any Borrower elects to convert or continue Loans under this Section 3.2, such Borrower shall deliver to the Agent a written notice substantially in the form of that attached hereto as Exhibit E (a "Notice of Conversion/Continuation Continuation"), with a copy thereof to Administrative Agent be delivered contemporaneously by such Borrower to each Lender, signed by an authorized officer of such Borrower (1) no later than 12:00 Noon 10:00 a.m. (New York City Chicago, Illinois time) at least three two (2) Business Days in advance of the proposed requested conversion date (date, in the case of a conversion to a Base into Reference Rate LoanLoans, and (2) and at least no later than 11:00 a.m (Chicago, Illinois time) three (3) Business Days in advance of the proposed conversion/requested conversion or continuation date (date, in the case of a conversion tointo, or a continuation of, a LIBOR Loan)Loans. With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A The Notice of Conversion/Continuation shall specify (iA) the proposed conversion/conversion or continuation date (which shall be a Business Day), (iiB) the amount and Type type of the Loan Loans to be converted/converted or continued, (iiiC) the nature of the proposed conversion/requested conversion or continuation, and (ivD) in the case of a conversion tointo, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, event that the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive should fail to provide a Notice of Conversion/Continuation with respect to confirm any LIBOR Loans as provided above, such telephonic notice no later than 2:00 P.M. (New York City time) Loans shall, on the last day on which of the Interest Period with respect to such telephonic notice is given. Upon receipt of written or telephonic notice Loans, convert to Reference Rate Loans.
(c) Any officer of any proposed conversion/Borrower authorized to request Revolving Loans on behalf of such Borrower shall also be authorized to request a conversion or continuation on behalf of such Borrower. The Agent shall be entitled to rely on such officers' authority until the Agent is notified to the contrary in writing pursuant to Section 2.4(b). The Agent shall incur no liability to any Borrower in acting upon any notice referred to in this Section 3.2, which notice the Agent believes to have been given by an officer authorized to make such requests on behalf of such Borrower, or for otherwise acting under this subsection 2.2DSection 3.2 and, Administrative upon such conversion or continuation by the Agent and the Lenders in accordance with this Agreement, the applicable Borrower shall promptly transmit such notice by telefacsimile have effected the conversion or electronic mail continuation of the applicable Loans hereunder.
(d) Any Notice of Conversion/Continuation for conversion to, or by telephone promptly confirmed by telefacsimile continuation of, Loans made pursuant to this Section 3.2 shall be irrevocable and the applicable Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Sources: Loan and Security Agreement (Roadmaster Industries Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term B Loans, Supplemental Term Loans, LC Facility Loans or Revolving Loans equal to $2,500,000 and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each Lender of the Loan subject to each Lenderthe Notice of Conversion/Continuation.
Appears in 1 contract
Sources: Credit Agreement (Brand Services)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) from and after the earlier to occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Company that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount thereforEurodollar Rate Loans, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; providedor (iii) subject to the payment of all amounts due under subsection 2.6D, however, that to convert a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretoat any time. Borrower The Company shall deliver a Notice of Conversion/Conversion/ Continuation to Administrative Agent no later than 12:00 Noon 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and or at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-above- described Notice of Conversion/Continuation, Borrower the Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative date. Neither Agent nor any Lender shall promptly transmit such incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.a duly
Appears in 1 contract
Sources: Credit Agreement (FWT Inc)
Conversion or Continuation. Subject to this Section 2.4.3. and Sections 2.4.2. and 2.11., the provisions of subsection 2.6, Borrower shall have the option (ia) at any time, to convert at any time all or any part of its outstanding Term Base Rate Loans to LIBOR Rate Loans, (b) on the last day of the Interest Period applicable thereto, to (i) convert all or Revolving any part of its outstanding LIBOR Rate Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basisBase Rate Loans, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion part of its LIBOR Rate Loans as Loans of the same Type, or (iii) to convert all or any part of its outstanding LIBOR Rate Loans to LIBOR Rate Loans of another Type; provided that, in the case of clause (a), (b) (ii) or (b)(iii), there does not exist a Default or an Event of Default at such time. If a Default or an Event of Default shall exist upon the expiration of the Interest Period applicable to any LIBOR Rate Loan, such Loan equal automatically shall be converted into a Base Rate Loan. If the Borrower elects to $1,000,000 convert or continue a Loan under this Section 2.4.3., it shall deliver to the Agent a Notice of Continuation/Conversion substantially in the form of Exhibit E-3, duly completed and integral multiples executed by a Responsible Officer (a "Notice of $100,000 in excess of that amount as Continuation/Conversion"), (a) not later than 11:00 a.m. (California time) at least three LIBOR Business Days before the proposed conversion or continuation date, if the Borrower proposes to convert into, or to continue, a LIBOR Rate Loan, and (b) otherwise not later than 11:00 a.m. (California time) on the Business Day next preceding the proposed conversion or continuation date. In lieu of delivering a Notice of Continuation/Conversion, the Borrower, through a Responsible Officer, may give the Agent telephonic notice of any proposed continuation or conversion by the time a Notice of Continuation/Conversion would be required to be delivered and containing all information required therefor; provided, however, that such notice shall be confirmed in writing by delivery of a Notice of Continuation/Conversion to the Agent on or before the proposed continuation or conversion date. The Lender Parties shall incur no liability to the Borrower or the other Lender Parties in acting upon any telephonic notice that the Agent believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.4.3. and in converting or continuing any Loan (or a part thereof) pursuant to any telephonic notice. Any Notice of Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be bound to convert or continue in accordance therewith. If any request for the conversion or continuation of a Loan is not made in accordance with this Section 2.4.3., or if no notice is so given with respect to a LIBOR Rate Loan may only as to which the Interest Period expires, then such Loan automatically shall be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Cotelligent Group Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a ) and the Administrative Agent shall promptly after receipt of such Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on notify the last day of the then-expiring Interest Periodrelevant Lenders thereof. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be convertedcon- verted/continued, (iii) the nature of the proposed conversionconver- sion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such Administrative Agent on or before the proposed conver- sion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice no later than 2:00 P.M. (New York City time) referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on the day on which such telephonic notice is given. Upon receipt behalf of written Company or telephonic notice of any proposed conversion/continuation for otherwise acting in good faith under this subsection 2.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6Section 2.6 hereof, Borrower the Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower The Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent Bank no later than 12:00 Noon 11:00 A.M. (New York City Louisville, Kentucky time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Perioddate. A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Revolving Credit Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Euro-Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Euro-Rate Loan or a Base Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower the Borrowers may give the Administrative Agent Bank telephonic notice by the required time of any proposed conversion/continuation under this subsection section 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Administrative Bank on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. The Banks shall not incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Bank believes in good faith to have been given by a duly Authorized Officer or other Person authorized to act on behalf of the Borrowers or for otherwise acting in good faith under this subsection Section 2.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Credit Loans in accordance with this Loan Agreement pursuant to any such telephonic notice, the Borrowers shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in Sections 2.6B, 2.6C and 2.6G hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a Euro-Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date and the Borrowers shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Sources: Loan Agreement (Res Care Inc /Ky/)
Conversion or Continuation. (a) Subject to the provisions of subsection 2.6SECTION 4.4, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from a Prime Rate Loan to a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan for a specified Interest Period; (ii) to convert all or any part of its outstanding Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Agent shall permit as shall be evidenced by the conversion of such Loan by Agent) from LIBOR Rate Loans to Prime Rate Loans on the expiration date of an any Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon ; or (New York City timeiii) at least three Business Days in advance upon the expiration of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With Interest Period with respect to any LIBOR LoanRate Loans, if Borrower fails to deliver a Notice continue all or any portion of Conversion/Continuation such Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower Agent shall permit as shall be deemed to have elected to convert evidenced by the continuation of such Loan by Agent) as LIBOR Loan to Rate Loans for a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested specified Interest Period, and (vthe succeeding Interest Period(s) in of such continued Loans shall commence on the case expiration date of a conversion tothe Interest Period applicable thereto; PROVIDED, HOWEVER, that, notwithstanding the foregoing, pursuant to SECTION 4.4(h), no outstanding Loan may be continued as, or a continuation ofbe converted into, a LIBOR Loan, that no Potential Rate Loan when any Event of Default or Unmatured Event of Default has occurred and is continuing. .
(b) In lieu of delivering the above-described event Borrower shall elect to convert or continue a Loan under SECTION 4.3(a), Borrower shall deliver to Agent a written Notice of Conversion/ContinuationLIBOR Activity which shall set forth the details of such proposed conversion or continuation, Borrower as the case may give Administrative Agent telephonic notice be, by 12:00 noon, Chicago time three (3) Business Days prior to, but in any event not more than five (5) Business Days prior to, the required time of any proposed conversion/continuation under date. Upon conversion or continuation by Agent in accordance with this subsection 2.2D, provided that Administrative Agent shall receive a Agreement pursuant to any Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on LIBOR Activity, Borrower shall have effected the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation of Loans hereunder.
(c) The officers and employees of Borrower authorized to request a Loan on behalf of Borrower are also authorized to request a conversion/continuation on behalf of Borrower. Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any notice referred to above which Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent SECTION 4.3.
(d) Each Notice of LIBOR Activity shall promptly transmit such notice by telefacsimile be irrevocable and Borrower shall be bound to convert or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.62.7, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. .
(ii) Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 AM (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. .
(iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period (which, if a Potential Event of Default has occurred and is continuing shall be a one month Interest Period), and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile facsimile or electronic mail (or by telephone promptly confirmed by telefacsimile facsimile or electronic mail) to each Lender.
(iv) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice of Conversion/Continuation or telephonic notice) shall be irrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6Section 3.3, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to Five Hundred Thousand Dollars ($500,000.00) and integral multiples of One Hundred Thousand Dollars ($100,000.00) in excess of that amount from Revolving Loans bearing interest at a rate determined Exhibit (10.2)-p 18 24 by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan its outstanding Revolving Loans equal to Five Hundred Thousand Dollars ($1,000,000 500,000.00) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000.00) in excess of that amount as a LIBOR Rate Loan, and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, however, that that, except as otherwise provided in Section 3.3.4, a LIBOR Rate Loan may only be converted into a Base Rate Loan bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that, unless NCB otherwise agrees, no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Borrower shall deliver a Notice notice of Conversionconversion/Continuation continuation to Administrative Agent NCB no later than 12:00 Noon 2:00 p.m. (New York City Ohio time) at least three two (2) Business Days in advance of the proposed conversion date (in the case conversion/ continuation date. A notice of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice notice of Conversionconversion/Continuationcontinuation, Borrower may give Administrative Agent NCB telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, Section 3.1.4; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any conversion/continuation to NCB on or before the proposed conversion/continuation date. NCB shall incur no liability to Borrower in acting upon any telephonic notice referred to above that NCB believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2DSection 3.1.4; and, Administrative Agent upon conversion/continuation by NCB in accordance with this Agreement pursuant to any such telephonic notice, Borrower shall promptly transmit have effected such converted/continued Loans hereunder. Except as provided in Section 3.3.4, a notice by telefacsimile of conversion/continuation for conversion to, or electronic mail continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and, upon delivering the notice of conversion/ continuation, Borrower shall be bound to convert or electronic mail) to each Lendercontinue in accordance therewith.
Appears in 1 contract
Sources: Revolving Credit Agreement (Champion Industries Inc)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans, Synthetic Letter of Credit Loans or Revolving Loans equal to the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan or a BA Loan, to continue all or any portion of such Loan equal to the Dollar Equivalent of $1,000,000 2,500,000 and integral multiples of the Dollar Equivalent of $100,000 500,000 in excess of that amount as a LIBOR Rate Loan or a BA Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan and a BA Loan may only be converted into a Canadian Prime Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan or a Canadian Prime Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan or a BA Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) notify each applicable Lender of the Loan subject to each Lenderthe Notice of Conversion/Continuation.
Appears in 1 contract
Sources: Amendment Agreement (Brand Energy & Infrastructure Services, Inc)
Conversion or Continuation. Subject to the other provisions of subsection 2.6this Agreement, Borrower including, without limitation, satisfying the conditions set forth in Section 2.2, Borrowers shall have the option to (i) to convert at any time all or any part of its outstanding Term Loans or Revolving equal to $500,000 and integral multiples of $100,000 in excess of that amount from Base Rate Loans from to SOFR Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR SOFR Loan, to (A) continue all or any portion of such SOFR Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR SOFR Loan may only be converted into or (B) convert all or any portion of such SOFR Loan to a Base Rate Loan. The succeeding Interest Period(s) of such continued or converted Loan commence on the expiration date last day of an the Interest Period applicable theretoof the Loan to be continued or converted; provided that no outstanding Loan may be continued as, or be converted into, a SOFR Loan, when any Event of Default or Default has occurred and is continuing. Borrower The Borrowing Agent shall deliver a Continuation/Conversion Notice of Conversionwith respect to any such conversion/Continuation continuation to Administrative Agent no later than 12:00 Noon 2:00 p.m. (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan)date. With The Continuation/Conversion Notice with respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed such conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify certify: (i) the proposed conversion/continuation date (which shall be a Business Day), ; (ii) the amount and Type of the Loan to be converted/continued, ; (iii) the nature of the proposed conversion/continuation, ; (iv) in the case of a conversion to, or a continuation of, a LIBOR SOFR Loan, the requested Interest Period, and ; (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (vi) that all conditions to make Loans as set forth in Section 3.2 have been satisfied. In lieu of delivering a Continuation/Conversion Notice with respect to any such conversion or continuation, the above-described Notice of Conversion/Continuation, Borrower Borrowing Agent may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm Section 3.2(d) (in such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which Borrowing Agent shall certify to the items set forth above with respect to the Continuation/Conversion Notice); provided that such telephonic notice is given. Upon receipt shall be promptly confirmed in writing by delivery of written a Continuation/Conversion Notice (in form and substance described herein) with respect to such conversion/continuation to Agent on or telephonic notice of any before the proposed conversion/continuation date. Once given, the Borrowing Agent shall be bound by such telephonic notice. Upon the expiration of an Interest Period for a SOFR Loan, in the absence of a new Continuation/Conversion Notice or a telephonic notice submitted to Agent not less than three (3) Business Days prior to the end of such Interest Period, the applicable SOFR Loan shall be automatically converted to a Base Rate Loan. Neither Agent nor any Lender shall incur any liability to any Borrower or any other Loan Party in acting upon any telephonic notice or a Continuation/Conversion Notice referred to above that Agent believes in good faith to have been given by an officer or other person authorized to act on behalf of any Borrower or for otherwise acting in good faith under this subsection 2.2DSection 2.2(d). This Section 2.2(d) shall not apply to Swingline Loans, Administrative Agent shall promptly transmit such notice by telefacsimile which may not be converted or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lendercontinued.
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000500,000 and integral multiples of $1,000,000100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000500,000 and integral multiples of $100,000 1,000,000100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. .
(ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days in advance (subject to the last paragraph of subsection 2.2B) of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of Loan or a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a specify an Interest Period for any Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation as described above Continuation, or if Borrower shall not have given notice in accordance with this Section 2.2D to continue any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderLIBOR Loan into a subsequent Interest Period or to convert such LIBOR Loan, Borrower shall be deemed to have elected selected an Interest Period of one month with respect to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. applicable Loan.
(iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. a. Subject to the provisions of subsection 2.6Subsection II.G, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a the applicable Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount the Minimum Amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. .
b. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D Subsection II.B.4 is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. .
c. A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/conversion/ continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSubsection II.B.4, provided that Administrative Agent shall receive a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2DSubsection II.B.4, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.62.7, the Borrower shall have the option (i) to convert at any time all or any part of its the outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to Administrative the Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.3(c); provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) the Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D2.3(c), Administrative the Agent shall promptly transmit such notice by telefacsimile or electronic mail telephone to each Bank. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.3(c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.7(b), 2.7(c) and 2.7(f), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (St Joe Co)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Borrowers shall have the option (i) to convert at any time all or any part of its their outstanding Term Loans or Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 10,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretothereto unless Borrowers pay on such conversion date all amounts owing to Lenders under subsection 2.6D; provided further that, until the earlier of the ninetieth day after the Closing Date and the date specified by Agent to Borrowers on which the primary syndication of the Loans has been completed, no Base Rate Loans may be converted into Eurodollar Rate Loans other than Eurodollar Rate Loans with the same 30-day Interest Period. Borrower Borrowers shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 11:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each LenderLender of the Loan subject to the Notice of Conversion/Continuation.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; providedPROVIDED, howeverHOWEVER, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date; PROVIDED FURTHER that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly notify the Lenders of each Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly notify the Lenders of each Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall promptly transmit such notice by telefacsimile have effected a conversion or electronic mail continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or by telephone promptly confirmed by telefacsimile telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or electronic mail) to each Lendercontinuation in accordance therewith.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $3 million and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR LIBO Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 3 million and integral multiples of $100,000 500,000 in excess of that amount as a LIBOR LIBO Rate Loan; providedPROVIDED, howeverHOWEVER, that (i) a LIBOR LIBO Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR LIBO Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided ; PROVIDED that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Conversion/ Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBO Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Delayed Draw Term Loans or Revolving Loans equal to One Hundred Thousand Dollars ($100,000) and multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount (or all such outstanding Delayed Draw Term Loans or Revolving Loans) from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any portion of such Loan equal to One Hundred Thousand Dollars ($1,000,000 100,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount (or all such outstanding Delayed Draw Term Loans or Revolving Loans) as a LIBOR Rate Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. thereto unless Borrower pays all fees due pursuant to subsection 2.6D. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York, New York City time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described a Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile facsimile or electronic mail telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice, Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date; provided that Borrower may revoke such Notice of Conversion/Continuation if Borrower pays all fees required by telephone promptly confirmed by telefacsimile subsection 2.6D. If a LIBOR Rate Loan is neither repaid or electronic mailcontinued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation for such LIBOR Loan at least three (3) Business Days prior to each Lenderthe last day of the then current Interest Period, then the outstanding LIBOR Loan shall be deemed to be converted, on the last day of the then current Interest Period, into a Base Rate Loan and thereafter shall bear interest as such.
Appears in 1 contract
Conversion or Continuation. Subject to the provisions of subsection 2.6, Borrower Company shall have the option (i) to convert at any time all or any part of its outstanding out standing Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Eurodollar Rate Loan; provided, however, that a LIBOR Eurodollar Rate Loan may only be -------- ------- converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretoto such Eurodollar Rate Loan. Borrower Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon 10:00 A.M. (New York City Chicago time) at least three one Business Days Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. A Notice of Conversion/Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice -------- shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (Price Communications Wireless Inc)
Conversion or Continuation. Subject to the other provisions of subsection 2.6this Agreement, Borrower including, without limitation, satisfying the conditions set forth in Section 3, Borrowing Agent shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans from Base Rate Loans to LIBOR Loans or Revolving Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii2) upon the expiration of any Interest Period applicable to a LIBOR LoanLoans, to (a) continue all of the LIBOR Loans or any portion (b) convert all of such Loan equal the LIBOR Loans to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Loans. The succeeding Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City timePeriod(s) at least three Business Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, continued or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower converted Loans shall be deemed to have elected to convert such LIBOR Loan to a Base Rate Loan commence on the last day of the then-expiring Interest PeriodPeriod of the Loans to be continued or converted; provided that the Loans may not be continued as, or be converted into, LIBOR Loans, when any Event of Default or Default has occurred and is continuing. A Notice Any such conversion or continuation of Conversion/Continuation the Term Loans shall specify be of the entire outstanding principal amount under all Term Loans so that at all times either (i) all Term Loans are LIBOR Loans or (ii) all Term Loans are Base Rate Loans.
(1) the proposed conversion/continuation date (which shall be a Business Day), ;
(ii) the amount and Type of the Loan to be converted/continued, (iii2) the nature of the proposed conversion/continuation, ; (iv3) in the case of a conversion to, or a continuation of, a LIBOR LoanLoans, the requested Interest Period, and ; (v4) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (5) that all conditions to make Loans as set forth in Section 3 have been satisfied. In lieu of delivering the above-described a Notice of ConversionBorrowing with respect to any such conversion/Continuationcontinuation, Borrower Borrowing Agent may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, 2.2(D) (in such telephonic notice Borrowing Agent shall certify to the items set forth above with respect to the Notice of Borrowing); provided that Administrative Agent such telephonic notice shall receive be promptly confirmed in writing by delivery of a Notice of ConversionBorrowing (in form and substance described herein) with respect to such conversion/Continuation continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Agent on or before the day on which such telephonic notice is given. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. Once given, Borrowers shall be bound by such telephonic notice. Upon the expiration of an Interest Period for LIBOR Loans, in the absence of a new Notice of Borrowing or a telephonic notice submitted to Agent not less than three (3) Business Days prior to the end of such Interest Period, all LIBOR Loans shall be automatically converted to Base Rate Loans. Neither Agent nor any Lender shall incur any liability to any Borrower or any other Loan Party in acting upon any telephonic notice or a Notice of Borrowing referred to above that Agent believes in good faith to have been given by an officer or other person authorized to act on behalf of Borrowers or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender2.2(D).
Appears in 1 contract
Conversion or Continuation. (i) Subject to the provisions of subsection 2.6, Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 2,500,000 and integral multiples of $100,000 1,000,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. .
(ii) Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days in advance (subject to the last paragraph of subsection 2.2B) of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of Loan or a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a specify an Interest Period for any Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation as described above Continuation, or if Borrower shall not have given notice in accordance with this Section 2.2D to continue any proposed conversion/continuation under this subsection 2.2D is not permitted hereunderLIBOR Loan into a subsequent Interest Period or to convert such LIBOR Loan, Borrower shall be deemed to have elected selected an Interest Period of one month with respect to convert such LIBOR Loan to a Base Rate Loan on the last day of the then-expiring Interest Period. applicable Loan.
(iii) A Notice of Conversion/Continuation shall specify (ia) the proposed conversion/continuation date (which shall be a Business Day), (iib) the amount and Type of the Loan to be converted/continued, (iiic) the nature of the proposed conversion/continuation, (ivd) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (ve) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, ; provided that Administrative Agent such notice shall receive be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) Administrative Agent on or before the day on which such telephonic notice is givenproposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to each Lender.
(iv) Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder.
(v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.
Appears in 1 contract