Interest Rate Conversions. (i) Subject to the terms and conditions hereof, Lenders shall permit the Borrowers to convert all or any portion of the outstanding Loans (other than Loans denominated in an Optional Currency and Swingline Loans) from a Prime Loan to a LIBOR Loan or from a LIBOR Loan to a Prime Loan, and Lenders shall permit the Borrowers to request a new Interest Period for any existing LIBOR Loan (including Loans denominated in an Optional Currency) at the end of its then current Interest Period, upon timely oral or written notice ("Conversion Notice") to Agent, in writing signed by the authorized representative of the Borrowers (including any such notice by facsimile transmission) specifying: (A) the amount of the outstanding Loan being converted to a new interest rate basis, or the amount of the LIBOR Loan being continued as a LIBOR Loan for a new Interest Period, (B) the applicable interest rate option being selected, (C) if a LIBOR Loan is requested, the Interest Period, which in no event shall extend beyond the last day of the Term hereof, and (D) the effective date, which shall be a Business Day, and if pertaining to an existing LIBOR Loan, shall also be the last day of the then current Interest Period. Each Conversion Notice must be received by Agent not later than 11:00 a.m. (St. Louis time) on the Business Day on which a conversion to a Prime Loan is to be made, and not later than 11:00 a.m. (St. Louis time) on the third (3rd) Business Day prior the Business Day on which a conversion to a LIBOR Loan denominated in Dollars is to be made. Each Conversion Notice for extension of an existing LIBOR Loan denominated in Dollars for a new Interest Period must be received by Agent not later than 11:00 a.m. (St. Louis time) on the third (3rd) Business Day prior to the last day of the then current Interest Period and for an extension of an existing LIBOR Loan denominated in an Optional Currency for a new Interest Period must be received by the Agent not later than 11:00 a.m. (St. Louis time) on the fourth (4th) Business Day prior to the last day of the then current Interest Period. Any oral notice furnished by the Borrowers shall be confirmed by the Borrowers by the delivery of a written Conversion Notice to Agent (at its request) not later than the close of business on the next succeeding Business Day. Upon receipt of a Conversion Notice given to it, Agent shall notify each Lender by 12:00 noon (St. Louis time) on the date of receipt of such Conversion Notice by Agent of the contents thereof. Unless the Borrowers shall have otherwise requested Agent to notify the Lenders to continue an existing LIBOR Loan denominated in Dollars for a new Interest Period in a timely Conversion Notice, upon the expiration of the current Interest Period any LIBOR Loan denominated in Dollars made in relation to such Interest Period and then outstanding shall bear interest at the Prime Rate plus the Applicable Margin from and after the expiration of such Interest Period unless and until subsequently converted in accordance with the terms of this Section 3.5(e). Unless the Borrowers shall have otherwise requested Agent to notify Lenders to continue an existing LIBOR Loan denominated in an Optional Currency for a new interest period in a timely Conversion Notice, upon expiration of the current Interest Period, any LIBOR Loan denominated in an Optional Currency made in relation to such Interest Period and then outstanding shall be redenominated into a Prime Loan in Dollars and shall bear interest at the Prime Rate plus the Applicable Margin from and after the expiration of such Interest Period. A Conversion Notice shall not be revocable by the Borrowers. (ii) Subject to Section 3.22(c) and to the other terms and conditions hereof, provided that Agent has timely received the Conversion Notice, Lenders shall (unless Agent determines that any applicable condition specified in Section 4 has not been satisfied) convert the interest rate on the portion of the outstanding Loan (other than a Loan denominated in an Optional Currency and a Swingline Loan) as directed by the Borrowers in the Conversion Notice, or Lenders shall extend any LIBOR Loan for a new Interest Period as directed by the Borrowers in the Conversion Notice, at 2:00 p.m. (St. Louis time) on the Business Day specified in said Conversion Notice; provided, however, that notwithstanding the -------- ------- foregoing, in addition to and without limiting the rights and remedies of Agent and the Lenders under Section 8 hereof, so long as any Default or Event of Default under this Agreement has occurred and is continuing, Borrowers shall not be permitted to renew any LIBOR Loan as a LIBOR Loan or to convert any Prime Loan into a LIBOR Loan. (iii) The Borrowers hereby authorize Agent and the Lenders to rely on telephonic, telegraphic, telecopy, telex or written instructions of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ (or any other individual from time to time authorized to act on behalf of the Borrowers pursuant to a resolution adopted by the Board of Directors of the respective Borrowers and certified by the Secretary of each such Borrower and delivered to Agent) to request a conversion of a Loan (other than a Loan denominated in an Optional Currency and a Swingline Loan), or to continue a LIBOR Loan hereunder, and on any signature which Agent or any of the Lenders in good faith believe to be genuine, and the Borrowers shall be bound thereby in the same manner as if such Person were actually authorized or such signature were genuine. The Borrowers also hereby agree, jointly and severally, to indemnify Agent and the Lenders and hold Agent and the Lenders harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, Attorneys' Fees) relating to or arising out of or in connection with the acceptance of instructions for converting Loans to a new interest rate basis or continuing LIBOR Loans hereunder unless such acceptance results from the gross negligence or willful misconduct of Agent or a Lender as determined by a court of competent jurisdiction. A Conversion Notice shall not be required in connection with a Prime Loan made pursuant to Sections 3.10, 3.11 or 3.12.
Appears in 1 contract
Interest Rate Conversions. (i) Subject to the terms and conditions hereof, Lenders shall permit the Borrowers Borrower to convert all or any portion of the outstanding Revolving Credit Loans (other than Loans denominated in an Optional Currency and Swingline Loans) from a Prime Base Rate Loan to a LIBOR Loan or from a LIBOR Loan to a Prime Base Rate Loan, and Lenders shall permit the Borrowers Borrower to request a new Interest Period for any existing LIBOR Loan (including Loans denominated in an Optional Currency) at the end of its then current Interest Period, upon timely oral or written notice ("Conversion Notice") to Administrative Agent, in writing signed by the authorized representative of the Borrowers Borrower (including any such notice by facsimile transmission) specifying: :
(A1) the amount of the outstanding Revolving Credit Loan being converted to a new interest rate basis, or the amount of the LIBOR Loan being continued as a LIBOR Loan for a new Interest Period, (B2) the applicable interest rate option being selected, (C3) if a LIBOR Loan is requested, the Interest Period, which in no event shall extend beyond the last day of the Term hereof, and (D4) the effective date, which shall be a Business Day, and if pertaining to an existing LIBOR Loan, shall also be the last day of the then current Interest Period. Each Conversion Notice must be received by Administrative Agent not later than 11:00 a.m. (St. Louis time) on the Business Day on which a conversion to a Prime Base Rate Loan is to be made, and not later than 11:00 a.m. (St. Louis time) on the third (3rd) second Business Day prior to the Business Day on which a conversion to a LIBOR Loan denominated in Dollars is to be made. Each Conversion Notice for extension of an existing LIBOR Loan denominated in Dollars for a new Interest Period must be received by Administrative Agent not later than 11:00 a.m. (St. Louis time) on the third (3rd) Business Day prior to the last day of the then current Interest Period and for an extension of an existing LIBOR Loan denominated in an Optional Currency for a new Interest Period must be received by the Agent not later than 11:00 a.m. (St. Louis time) on the fourth (4th) second Business Day prior to the last day of the then current Interest Period. Any oral notice furnished by the Borrowers shall be confirmed by the Borrowers by the delivery of a written Conversion Notice to Agent (at its request) not later than the close of business on the next succeeding Business Day. Upon receipt of a Conversion Notice given to it, the Administrative Agent shall notify each Lender by 12:00 noon (St. Louis time) on the date of receipt of such Conversion Notice by the Administrative Agent of the contents thereof. Unless the Borrowers Borrower shall have otherwise requested Administrative Agent to notify the Lenders to continue an existing LIBOR Loan denominated in Dollars for a new Interest Period in a timely Conversion Notice, upon the expiration of the current Interest Period any LIBOR Loan denominated in Dollars made in relation to such Interest Period and then outstanding shall bear interest at the Prime Rate plus the Applicable Margin from and after the expiration of such Interest Period unless and until subsequently converted in accordance with the terms of this Section 3.5(e3.3(b). Unless the Borrowers shall have otherwise requested Agent to notify Lenders to continue an existing LIBOR Loan denominated in an Optional Currency for a new interest period in a timely Conversion Notice, upon expiration of the current Interest Period, any LIBOR Loan denominated in an Optional Currency made in relation to such Interest Period and then outstanding shall be redenominated into a Prime Loan in Dollars and shall bear interest at the Prime Rate plus the Applicable Margin from and after the expiration of such Interest Period. A Conversion Notice shall not be revocable by the Borrowers.
(ii) Borrower. Subject to Section 3.22(c) and to the other terms and conditions hereof, provided that Administrative Agent has timely received the timely Conversion Notice, Lenders shall (unless Administrative Agent determines that any applicable condition specified in Section 4 has not been satisfied) convert the interest rate on the portion of the outstanding Loan (other than a Loan denominated in an Optional Currency and a Swingline Revolving Credit Loan) , as directed by the Borrowers Borrower in the Conversion Notice, or Lenders shall extend any LIBOR Loan for a new Interest Period as directed by the Borrowers Borrower in the Conversion Notice, at 2:00 2:30 p.m. (St. Louis time) on the Business Day specified in said Conversion Notice; provided, however, that notwithstanding the -------- ------- foregoing, in addition to and without limiting the rights and remedies of Agent the Agents and the Lenders under Section 8 hereof, so long as any Default or Event of Default under this Agreement has occurred and is continuing, Borrowers Borrower shall not be permitted to renew any LIBOR Loan as a LIBOR Loan or to convert any Prime Base Rate Loan into a LIBOR Loan.
(iii) . The Borrowers Borrower hereby authorize Agent authorizes Agents and the Lenders to rely on telephonic, telegraphic, telecopy, telex or written instructions of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ any person identifying himself or ▇▇▇▇▇ ▇▇▇▇▇ (or any other individual from time to time herself as a Person authorized to act on behalf of the Borrowers pursuant to a resolution adopted by the Board of Directors of the respective Borrowers and certified by the Secretary of each such Borrower and delivered to Agent) to request a conversion of a Loan (other than a Loan denominated in an Optional Currency and a Swingline Revolving Credit Loan), or to continue a LIBOR Loan hereunder, and on any signature which Agent any of the Agents or any of the Lenders in good faith reasonably believe to be genuine, and the Borrowers Borrower shall be bound thereby in the same manner as if such Person were actually authorized or such signature were genuine. The Borrowers also hereby agree, jointly and severally, to indemnify Agent and the Lenders and hold Agent and the Lenders harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, Attorneys' Fees) relating to or arising out of or in connection with the acceptance of instructions for converting Loans to a new interest rate basis or continuing LIBOR Loans hereunder unless such acceptance results from the gross negligence or willful misconduct of Agent or a Lender as determined by a court of competent jurisdiction. A Conversion Notice shall not be required in connection with a Prime Loan made pursuant to Sections 3.10, 3.11 or 3.12.were
Appears in 1 contract
Sources: Credit Agreement (Staffmark Inc)
Interest Rate Conversions. (i) Subject to the terms and conditions hereof, Lenders shall permit the Borrowers to convert all or any portion of the outstanding Loans (other than Loans denominated in an Optional Currency and Swingline Loans) from a Prime Loan to a LIBOR Loan or from a LIBOR Loan to a Prime Loan, and Lenders shall permit the Borrowers to request a new Interest Period for any existing LIBOR Loan (including Loans denominated in an Optional Currency) at the end of its then current Interest Period, upon timely oral or written notice ("Conversion NoticeCONVERSION NOTICE") to Agent, in writing signed by the authorized representative of the Borrowers (including any such notice by facsimile transmission) specifying: (A) the amount of the outstanding Loan being converted to a new interest rate basis, or the amount of the LIBOR Loan being continued as a LIBOR Loan for a new Interest Period, (B) the applicable interest rate option being selected, (C) if a LIBOR Loan is requested, the Interest Period, which in no event shall extend beyond the last day of the Term hereof, and (D) the effective date, which shall be a Business Day, and if pertaining to an existing LIBOR Loan, shall also be the last day of the then current Interest Period. Each Conversion Notice must be received by Agent not later than 11:00 a.m. (St. Louis time) on the Business Day on which a conversion to a Prime Loan is to be made, and not later than 11:00 a.m. (St. Louis time) on the third (3rd) Business Day prior the Business Day on which a conversion to a LIBOR Loan denominated in Dollars is to be made. Each Conversion Notice for extension of an existing LIBOR Loan denominated in Dollars for a new Interest Period must be received by Agent not later than 11:00 a.m. (St. Louis time) on the third (3rd) Business Day prior to the last day of the then current Interest Period and for an extension of an existing LIBOR Loan denominated in an Optional Currency for a new Interest Period must be received by the Agent not later than 11:00 a.m. (St. Louis time) on the fourth (4th) Business Day prior to the last day of the then current Interest Period. Any oral notice furnished by the Borrowers shall be confirmed by the Borrowers by the delivery of a written Conversion Notice to Agent (at its request) not later than the close of business on the next succeeding Business Day. Upon receipt of a Conversion Notice given to it, Agent shall notify each Lender by 12:00 noon (St. Louis time) on the date of receipt of such Conversion Notice by Agent of the contents thereof. Unless the Borrowers shall have otherwise requested Agent to notify the Lenders to continue an existing LIBOR Loan denominated in Dollars for a new Interest Period in a timely Conversion Notice, upon the expiration of the current Interest Period any LIBOR Loan denominated in Dollars made in relation to such Interest Period and then outstanding shall bear interest at the Prime Rate plus the Applicable Margin from and after the expiration of such Interest Period unless and until subsequently converted in accordance with the terms of this Section 3.5(e3.4(d). -------------- Unless the Borrowers shall have otherwise requested Agent to notify Lenders to continue an existing LIBOR Loan denominated in an Optional Currency for a new interest period in a timely Conversion Notice, upon expiration of the current Interest Period, any LIBOR Loan denominated in an Optional Currency made in relation to such Interest Period and then outstanding shall be redenominated into a Prime Loan in Dollars and shall bear interest at the Prime Rate plus the Applicable Margin from and after the expiration of such Interest Period. A Conversion Notice shall not be revocable by the Borrowers.
(ii) Subject to Section 3.22(c3.20(c) and to the other --------------- terms and conditions hereof, provided that Agent has timely received the Conversion Notice, Lenders shall (unless Agent determines that any applicable condition specified in Section 4 --------- has not been satisfied) convert the interest rate on the portion of the outstanding Loan (other than a Loan denominated in an Optional Currency and a Swingline Loan) as directed by the Borrowers in the Conversion Notice, or Lenders shall extend any LIBOR Loan for a new Interest Period as directed by the Borrowers in the Conversion Notice, at 2:00 p.m. (St. Louis time) on the Business Day specified in said Conversion Notice; provided, -------- however, that notwithstanding the -------- ------- foregoing, in addition to and ------- without limiting the rights and remedies of Agent and the Lenders under Section 8 hereof, so long as any Default or Event of --------- Default under this Agreement has occurred and is continuing, Borrowers shall not be permitted to renew any LIBOR Loan as a LIBOR Loan or to convert any Prime Loan into a LIBOR Loan.
(iii) The Borrowers hereby authorize Agent and the Lenders to rely on telephonic, telegraphic, telecopy, telex or written instructions of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ (or any other individual from time to time authorized to act on behalf of the Borrowers pursuant to a resolution adopted by the Board of Directors of the respective Borrowers and certified by the Secretary of each such Borrower and delivered to Agent) to request a conversion of a Loan (other than a Loan denominated in an Optional Currency and a Swingline Loan), or to continue a LIBOR Loan hereunder, and on any signature which Agent or any of the Lenders in good faith believe to be genuine, and the Borrowers shall be bound thereby in the same manner as if such Person were actually authorized or such signature were genuine. The Borrowers also hereby agree, jointly and severally, to indemnify Agent and the Lenders and hold Agent and the Lenders harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, Attorneys' Fees) relating to or arising out of or in connection with the acceptance of instructions for converting Loans to a new interest rate basis or continuing LIBOR Loans hereunder unless such acceptance results from the gross negligence or willful misconduct of Agent or a Lender as determined by a court of competent jurisdiction. A Conversion Notice shall not be required in connection with a Prime Loan made pursuant to Sections 3.103.9, 3.11 ------------ 3.10 or 3.12.3.11. ---- ----
Appears in 1 contract
Interest Rate Conversions. (i) Subject to the terms and conditions hereof, Lenders Banks shall permit the Borrowers Borrower to convert all or any portion of the outstanding Revolving Credit Loans (other than Loans denominated in an Optional Currency and Swingline Loans) from a Prime Loan to a LIBOR Loan or from a LIBOR Loan to a Prime Loan, and Lenders Banks shall permit the Borrowers Borrower to request a new Interest Period for any existing LIBOR Loan (including Loans denominated in an Optional Currency) at the end of its then current Interest Period, upon timely oral or written notice ("Conversion Notice") to Agent, in writing signed by the authorized representative an Authorized Representative of the Borrowers Borrower (including any such notice by facsimile transmission) specifying: :
(A1) the amount of the outstanding Revolving Credit Loan being converted to a new interest rate basis, or the amount of the LIBOR Loan being continued as a LIBOR Loan for a new Interest Period, (B2) the applicable interest rate option being selected, (C3) if a LIBOR Loan is requested, the Interest Period, which in no event shall extend beyond the last day of the Term hereof, and (D4) the effective date, which shall be a Business Day, and if pertaining to an existing LIBOR Loan, shall also be the last day of the then current Interest Period. Each Conversion Notice must be received by Agent not later than 11:00 a.m. (St. Louis time) on the Business Day on which a conversion to a Prime Loan is to be made, and not later than 11:00 a.m. (St. Louis time) on the third (3rd) second Business Day prior to the Business Day on which a conversion to a LIBOR Loan denominated in Dollars is to be made. Each Conversion Notice for extension of an existing LIBOR Loan denominated in Dollars for a new Interest Period must be received by Agent not later than 11:00 a.m. (St. Louis time) on the third (3rd) Business Day prior to the last day of the then current Interest Period and for an extension of an existing LIBOR Loan denominated in an Optional Currency for a new Interest Period must be received by the Agent not later than 11:00 a.m. (St. Louis time) on the fourth (4th) second Business Day prior to the last day of the then current Interest Period. Any oral notice furnished by the Borrowers shall be confirmed by the Borrowers by the delivery of a written Conversion Notice to Agent (at its request) not later than the close of business on the next succeeding Business Day. Upon receipt of a Conversion Notice given to it, the Agent shall notify each Lender Bank by 12:00 noon (St. Louis time) on the date of receipt of such Conversion Notice by the Agent of the contents thereof. Unless the Borrowers Borrower shall have otherwise requested Agent to notify the Lenders Banks to continue an existing LIBOR Loan denominated in Dollars for a new Interest Period in a timely Conversion Notice, upon the expiration of the current Interest Period any LIBOR Loan denominated in Dollars made in relation to such Interest Period and then outstanding shall bear interest at the Prime Rate plus the Applicable Margin from and after the expiration of such Interest Period unless and until subsequently converted in accordance with the terms of this Section 3.5(e3.2(b). Unless the Borrowers shall have otherwise requested Agent to notify Lenders to continue an existing LIBOR Loan denominated in an Optional Currency for a new interest period in a timely Conversion Notice, upon expiration of the current Interest Period, any LIBOR Loan denominated in an Optional Currency made in relation to such Interest Period and then outstanding shall be redenominated into a Prime Loan in Dollars and shall bear interest at the Prime Rate plus the Applicable Margin from and after the expiration of such Interest Period. A Conversion Notice shall not be revocable by the Borrowers.
(ii) Borrower. Subject to Section 3.22(c) and to the other terms and conditions hereof, provided that Agent has timely received the timely Conversion Notice, Lenders Banks shall (unless Agent determines that any applicable condition specified in Section 4 has not been satisfied) convert the interest rate on the portion of the outstanding Loan (other than a Loan denominated in an Optional Currency and a Swingline Loan) Revolving Credit Loans as directed by the Borrowers Borrower in the Conversion Notice, or Lenders Banks shall extend any LIBOR Loan for a new Interest Period as directed by the Borrowers Borrower in the Conversion Notice, at 2:00 2:30 p.m. (St. Louis time) on the Business Day specified in said Conversion Notice; provided, however, that notwithstanding the -------- ------- foregoing, in addition to and without limiting the rights and remedies of the Agent and the Lenders Banks under Section 8 hereof, so long as any Default or Event of Default under this Agreement has occurred and is continuing, Borrowers Borrower shall not be permitted to renew any LIBOR Loan as a LIBOR Loan or to convert any Prime Loan into a LIBOR Loan.
(iii) . The Borrowers Borrower hereby authorize authorizes Agent and the Lenders Banks to rely on telephonic, telegraphic, telecopy, telex or written instructions of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ any person identifying himself or ▇▇▇▇▇ ▇▇▇▇▇ (or any other individual from time to time authorized to act on behalf herself as an Authorized Representative for purposes of the Borrowers pursuant to a resolution adopted by the Board of Directors of the respective Borrowers and certified by the Secretary of each such Borrower and delivered to Agent) to request requesting a conversion of a Revolving Credit Loan (other than a Loan denominated in an Optional Currency and a Swingline Loan), or to continue continuing a LIBOR Loan hereunder, and on any signature which Agent or any of the Lenders in good faith Banks believe to be genuine, and the Borrowers Borrower shall be bound thereby in the same manner as if such Person were actually authorized or such signature were genuine. The Borrowers Borrower also hereby agree, jointly and severally, agrees to indemnify Agent and the Lenders Banks and hold Agent and the Lenders Banks harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, Attorneysreasonable attorneys' Feesfees and expenses) relating to or arising out of or in connection with the acceptance of instructions for converting Revolving Credit Loans to a new interest rate basis or continuing LIBOR Loans hereunder unless such acceptance results from the gross negligence or willful misconduct of the Agent or a Lender Bank as determined by a court of competent jurisdiction. A Conversion Notice shall not be required in connection with a Prime Loan made pursuant to Sections 3.10Section 3.6, 3.11 3.7 or 3.123.8.
Appears in 1 contract
Sources: Credit Agreement (Shaw Group Inc)