Continuation and Conversion of Loans. The Company shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto), subject to the following: (a) in the case of a conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans converted shall not be less than the minimum amounts and multiples thereof specified in Section 2.4 hereof; and (b) no Loan (other than a Fluctuating Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto. In the event that the Company shall not give notice to continue a Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loan.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Hi Tech Pharmacal Co Inc), Revolving Credit and Term Loan Agreement (Hi Tech Pharmacal Co Inc)
Continuation and Conversion of Loans. The Company shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate LoanLoans, the Interest Period to be applicable thereto), subject to the following:
(a) in the case of a conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans converted shall not be less than the minimum amounts and multiples thereof specified in Section 2.4 2.5 hereof; and
(b) no Loan (other than a Fluctuating Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto. In the event that the Company shall not give notice to continue a Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 2.5 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed LIBOR Rate Loan.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Netsmart Technologies Inc)
Continuation and Conversion of Loans. The Company Each Borrower shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)right, subject to the followingprovisions of Section 2.08, (i) on three Business Days' prior irrevocable notice by such Borrower to the Administrative Agent, to continue or convert any Type of Loans as or into LIBO Rate Loans, or (ii) with irrevocable notice by such Borrower to the Administrative Agent by 10:30 a.m. on the date of such proposed continuation or conversion, to continue or convert any Type of Loans as or into Reference Rate Loans, in each case subject to the following further conditions:
(a) each continuation or conversion shall be made on a pro rata basis as to each Type of Loan of such Borrower to be continued or converted among the Lenders in accordance with the respective amounts of their respective Commitments and the notice given to the Administrative Agent by such Borrower shall specify the aggregate principal amount of Loans to be continued or converted;
(b) in the case of a continuation or conversion of less than all the Loans of the outstanding Loansa Tranche, the Loans continued or converted under such Tranche shall be in a minimum aggregate principal amount of Loans $1,000,000 and an integral multiple of $1,000,000;
(c) accrued interest on each Loan (or portion thereof) being continued or converted shall be paid by such Borrower at the time of continuation or conversion;
(d) the Interest Period with respect to any Loan made in respect of a continuation or conversion thereof shall commence on the date of the continuation or conversion;
(e) any portion of a Loan maturing or required to be prepaid in less than one month may not be less continued as or converted into a LIBO Rate Loan;
(f) a LIBO Rate Loan may be continued or converted on the last day of the applicable Interest Period and, subject to Section 2.13, on any other day;
(g) no Loan (or portion thereof) may be continued as or converted into a LIBO Rate Loan if, after such continuation or conversion, an aggregate of more than 10 separate LIBO Rate Loans of any Lender would result under a single Tranche, determined as set forth in Section 2.02(f);
(h) no Loan shall be continued or converted if such Loan by any Lender would be greater than the minimum amounts and multiples thereof specified in Section 2.4 hereofamount by which its Commitment under the related Tranche exceeds the amount of its other Loans under such Tranche at the time outstanding or if such Loan would not comply with the other provisions of this Agreement; and
(bi) no any portion of a LIBO Rate Loan which cannot be converted into or continued as a LIBO Rate Loan by reason of clause (other than a Fluctuating Rate Loane) or (g) above shall be automatically converted at any time other than at the end of an the Interest Period applicable thereto. In the event that the Company shall not give notice to continue a in effect for such Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Reference Rate Loan. The Administrative Agent shall communicate the information contained in each irrevocable notice delivered by any Borrower pursuant to this Section 2.10 to the other Lenders promptly after its receipt of the same. The Interest Period applicable to any LIBO Rate Loan resulting from a continuation or conversion shall be specified by the Company relevant Borrower in the irrevocable notice of continuation or conversion delivered by the Company pursuant to this Section and Section 2.4 hereof2.10; provided, -------- however, that, that if no such notice does not specify the Interest Period for a LIBO Rate Loan shall be specified, such Borrower shall be deemed to have selected an Interest Period of one month's duration. For purposes of this Section 2.10, notice received by the Administrative Agent from a Borrower after 10:30 a.m., New York City time, on a Business Day shall be deemed to be ------- applicable thereto, received on the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loanimmediately succeeding Business Day.
Appears in 1 contract
Samples: Credit Agreement (Fm Properties Inc)
Continuation and Conversion of Loans. The Company Subject to Section 2.03 and Section 2.10 hereof, the Borrower shall have the ------------------------------------ right right, at any time time, (i) on three (3) Business Days' prior irrevocable written or telecopy notice to the Bank (i) Agent, to continue any Eurodollar Loan or any portion thereof into a subsequent Interest Period and or to convert any Reference Loan or portion thereof into a Eurodollar Loan, or (ii) on one (1) Business Day's prior irrevocable written or telecopy notice to the Agent, to convert any Eurodollar Loan or portion thereof into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate a Reference Loan, the Interest Period to be applicable thereto), subject to the following:
(aA) in the case of a conversion of a Reference Loan or portion thereof into a Eurodollar Loan, no Event of Default or Potential Default shall have occurred and be continuing at the time of such continuation or conversion;
(B) in the case of a continuation or conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans any Eurodollar Loan continued or converted shall not be less than $1,000,000 and in multiples of $500,000 if in excess thereof;
(C) each conversion shall be effected by the minimum amounts and multiples thereof specified Lenders by applying the proceeds of the new Loan to the Loan (or portion thereof) being converted; accrued interest on the Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;
(D) if the new Loan made in Section 2.4 hereofrespect of a conversion shall be a Eurodollar Loan, the first Interest Period with respect thereto shall commence on the date of conversion;
(E) no portion of any Loan shall be continued or converted to a Eurodollar Loan with an Interest Period ending later than the Termination Date; and
(bF) no if any conversion of a Eurodollar Loan (shall be effected on a day other than a Fluctuating Rate Loan) shall be converted at any time other than at the end last day of an Interest Period applicable theretoPeriod, the Borrower shall reimburse the Agent on demand for any loss incurred or to be incurred by it (including, but not limited to, reasonable fees and expenses of counsel) in the reemployment of the funds released by such conversion as provided in Section 2.12 hereof. In the event that the Company Borrower shall not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, such Loan (unless prepaidrepaid) shall automatically be converted into become a Fluctuating Rate Loan. The Reference Loan at the expiration of the then current Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod.
Appears in 1 contract
Continuation and Conversion of Loans. The Company Subject to Section 2.03 and Section 2.10 hereof, the Borrowers shall have the ------------------------------------ right right, at any time time, (a) on three (3) Business Days' prior irrevocable written or telephonic notice to the Bank (i) to continue any Eurodollar Loan or any portion thereof into a subsequent Interest Period and (ii) or to convert any Prime Loan or portion thereof into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate a Eurodollar Loan, or (b) on one (1) Business Day's prior irrevocable written or telecopy notice to the Interest Period Agent, to be applicable thereto)convert any Eurodollar Loan or portion thereof into a Prime Loan, subject to the following:
(ai) in the case of a continuation of a Eurodollar Loan or portion thereof as such or a conversion of a Prime Loan or portion thereof into a Eurodollar Loan (A) no Event of Default or Potential Default shall have occurred and be continuing at the time of such continuation or conversion, and (B) Eurodollar Loans resulting from this Section 2.14 shall be limited in number as provided in subsection 2.03(d);
(ii) in the case of a continuation or conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans any Eurodollar Loan continued or converted shall not be less than $500,000 and in multiples of $100,000 if in excess thereof;
(iii) each conversion shall be effected by the minimum amounts and multiples thereof specified Lenders by applying the proceeds of the new Loan to the Loan (or portion thereof) being converted; and, in Section 2.4 hereofthe case of a conversion from a Eurodollar Loan to a Prime Loan, accrued interest on the Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrowers at the time of conversion;
(iv) if the new Loan made in respect of a conversion shall be a Eurodollar Loan, the first Interest Period with respect thereto shall commence on the date of conversion;
(v) no portion of any Loan shall be continued or converted to a Eurodollar Loan with an Interest Period ending later than the Maturity Date; and
(bvi) no if any conversion of a Eurodollar Loan (shall be effected on a day other than a Fluctuating Rate Loan) shall be converted at any time other than at the end last day of an Interest Period applicable theretoPeriod, the Borrowers shall reimburse each Lender on demand for any loss incurred or to be incurred by it in the reemployment of the funds released by such conversion as provided in Section 2.12 hereof. In the event that the Company Borrowers shall not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, such Eurodollar Loan (unless prepaidrepaid) shall automatically be converted into become a Fluctuating Rate Loan. The Prime Loan at the expiration of the then current Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod.
Appears in 1 contract
Samples: Revolving Credit Agreement (Planet Hollywood International Inc)
Continuation and Conversion of Loans. The Company shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate LoanLoans, the Interest Period to be applicable thereto), subject to the following:
(a) in the case of a conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans converted shall not be less than the minimum amounts and multiples thereof specified in Section 2.4 2.5 hereof; and
(b) no Loan (other than a Fluctuating Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto. In the event that the Company shall not give notice to continue a Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 2.5 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed LIBOR Rate Loan.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Netsmart Technologies Inc)
Continuation and Conversion of Loans. The Company Borrower shall have the ------------------------------------ right right, at any time on three (3) Business Days' prior irrevocable written notice to the Bank (i) Bank, to continue any Eurodollar Loan or portion thereof into a subsequent Interest Period and (ii) to convert any Loan or portion thereof into another type a Loan of Loan permitted by this Agreement (specifyinga different Type, subject, in the case of LIBOR Rate a Eurodollar Loan, to the selection of an Interest Period to be applicable thereto)and, subject in the case of all Loans, to the followingfollowing conditions precedent:
(a) no portion of the outstanding principal balance of any Loans may be continued as, or converted into, Eurodollar Loans when any Event of Default shall have occurred and be continuing;
(b) in the case of a continuation of or conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans continued or converted shall not be less than the minimum amounts and multiples thereof specified as provided in Section 2.4 2.01(b) hereof;
(c) each conversion shall be effected by the Bank by applying the proceeds of the new Loan to the Loan (or portion thereof) being converted, and accrued interest on the Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; and
(bd) no a Eurodollar Loan may be converted to an Alternate Base Rate Loan only on the last day of its Interest Period;
(other than e) each request for a Fluctuating Rate Loan) Eurodollar Loan or a continuation thereof which shall fail to state an applicable Interest Period shall be converted at any time other than at the end of deemed to be a request for an Interest Period applicable thereto. In of a one (1) month; and
(f) in the event that the Company shall Borrower does not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, the Borrower shall be deemed to have requested that such Loan (unless prepaidrepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating an Alternate Base Rate Loan until such required information is furnished pursuant to at the terms hereof. Notwithstanding anything to expiration of the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent then current Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod.
Appears in 1 contract
Samples: Revolving Credit Agreement (TSR Inc)
Continuation and Conversion of Loans. The Company Subject to Section 2.09 hereof, the Borrowers shall have the ------------------------------------ right right, at any time time, on three (3) Business Days' prior irrevocable written or telecopy notice to the Bank (i) Administrative Agent, to continue any Loan Eurodollar Loan, or any portion thereof, into a subsequent Interest Period and (ii) or to convert any ABR Loan into another type of Loan permitted by this Agreement or portion thereof (specifying, in the case of LIBOR Rate other than any Overadvance) to a Eurodollar Loan, or on one (1) Business Day's prior irrevocable written or telecopy notice to the Interest Period Administrative Agent, to be applicable thereto)convert any Eurodollar Loan or portion thereof into an ABR Loan, subject to the following:
(a) no Eurodollar Loan may be continued as such and no ABR Loan may be converted into a Eurodollar Loan, when any Event of Default or Default shall have occurred and be continuing at such time;
(b) in the case of a continuation of a Eurodollar Loan as such or a conversion of less than all of the outstanding Loansan ABR Loan into a Eurodollar Loan, the aggregate principal amount of Loans converted such Eurodollar Loan shall not be less than $1,000,000 and in multiples of $500,000 if in excess thereof;
(c) any portion of a Loan maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Loan;
(d) if any conversion of a Eurodollar Loan shall be effected on a day other than the minimum amounts and multiples thereof specified last day of an Interest Period, the Borrowers shall reimburse each Lender on demand for any loss incurred or to be incurred or to be incurred by it in the reemployment of the funds released by such conversion as provided in Section 2.4 2.10 hereof; and
(be) no Loan in the case of any conversion or continuation, such election must be made pursuant to a written notice (other than a Fluctuating Rate Loan"Notice of Conversion/Continuation") shall be converted at any time other than at in the end form of an Interest Period applicable theretoExhibit D-2. In the event that the Company Administrative Borrower shall not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The become an ABR Loan at the expiration of the then current Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod.
Appears in 1 contract
Samples: Financing Agreement (Milacron Inc)
Continuation and Conversion of Loans. The Company Subject to Section 2.03 and Section 2.10, the Administrative Borrower shall have the ------------------------------------ right right, at any time time, (i) on three Business Days' prior irrevocable written or telecopy notice to the Bank (i) Agent, to continue any Eurodollar Loan or any portion thereof into a subsequent Interest Period and Period, or (ii) on one (1) Business Day's prior irrevocable written or telecopy notice to the Agent, to convert any Eurodollar Loan or portion thereof into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate a Prime Loan, the Interest Period to be applicable thereto), subject to the following:
(aA) in the case of a continuation of a Eurodollar Loan or portion thereof as such or a conversion of a Prime Loan or portion thereof into a Eurodollar Loan, (1) no Event of Default or Potential Default shall have occurred and be continuing at the time of such continuation or conversion and (2) Eurodollar Loans resulting from this Section 2.14 shall be limited in number as provided in Section 2.03(d); 35 42
(B) in the case of a continuation or conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans any Eurodollar Loan continued or converted shall not be less than $1,000,000 and in multiples of $500,000 (or the minimum amounts remaining Availability if less than $500,000) if in excess thereof;
(C) each conversion shall be effected by the Lenders by applying the proceeds of the new Loan to the Loan (or portion thereof) being converted; and, in the case of a conversion from a Eurodollar Loan to a Prime Loan, accrued interest on the Eurodollar Loan (or portion thereof) being converted shall be jointly and multiples thereof specified severally paid by the Borrowers at the time of conversion;
(D) if the new Loan made in Section 2.4 hereofrespect of a conversion shall be a Eurodollar Loan, the first Interest Period with respect thereto shall commence on the date of conversion;
(E) no portion of any Loan shall be continued or converted to a Eurodollar Loan with an Interest Period ending later than the Termination Date; and
(bF) no if any conversion of a Eurodollar Loan (shall be effected on a day other than a Fluctuating Rate Loan) shall be converted at any time other than at the end last day of an Interest Period applicable theretoPeriod, the Borrowers shall jointly and severally reimburse each Lender on demand for any loss incurred or to be incurred by it in the reemployment of the funds released by such conversion as provided in Section 2.12. In the event that the Company Administrative Borrower shall not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, such Loan (unless prepaidrepaid) shall automatically be converted into become a Fluctuating Rate Loan. The Prime Loan at the expiration of the then current Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod.
Appears in 1 contract
Samples: Credit Agreement (Gs Technologies Operating Co Inc)
Continuation and Conversion of Loans. The Company Borrower shall have the ------------------------------------ right at any time on prior irrevocable written or facsimile notice to the Bank as specified in Section 2.3: (i) to continue any Loan into a subsequent Interest Period and Period, (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR a Libor Rate Loan, the Interest Period to be applicable thereto), and (iii) to convert any Prime Rate Loan into a Libor Rate Loan (specifying the Interest Period to be applicable thereto), subject to the following:
(a) in the case of a conversion of less than all of the outstanding Revolving Credit Loans, the aggregate principal amount of Revolving Credit Loans converted shall not be less than the minimum amounts $100,000.00 and multiples thereof specified in Section 2.4 hereof; andshall be an integral multiple thereof;
(b) no Loan (other than a Fluctuating Prime Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto;
(c) any portion of a Loan maturing or required to be prepaid in less than one month may not be converted into or continued as a Libor Rate Loan;
(d) a Loan subject to an interest rate swap transaction pursuant to the Master Agreement may not be converted to a Prime Rate Loan; and
(e) no more than five (5) types of Libor Rate Loans may be outstanding at any one time. In the event that the Company Borrower shall not give notice to continue a any Libor Rate Loan into a subsequent Interest PeriodPeriod or convert any such Loan, into a Loan of another type, on the last day of the Interest Period thereof, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Prime Rate Loan. The Interest Period applicable to any Libor Rate Loan resulting from a conversion or continuation shall be specified by the Company Borrower in the irrevocable notice delivered by the Company Borrower pursuant to this Section and Section 2.4 hereof2.3; provided, -------- however, that, if such notice does not specify either the type of Loan or the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Prime Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding the foregoing, if the Term Loan is subject to an interest rate swap transaction pursuant to the Master Agreement, the Term Loan will be automatically continued as a Libor Rate Loan with a one month Interest Period. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Libor Rate Loan may be continued into a subsequent Interest Period and no Fluctuating Prime Rate Loan may be converted into a Fixed Libor Rate Loan.”
(E) Section 2.08(a) is amended by deleting the language contained therein and substituting the following therefor:
Appears in 1 contract
Continuation and Conversion of Loans. The Company Each Borrower shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)right, subject to the followingprovisions of Section 2.8, (i) on three Business Days' prior irrevocable notice by such Borrower to the Administrative Agent, to continue or convert any type of Loans as or into LIBO Rate Loans, or (ii) with irrevocable notice by such Borrower to the Administrative Agent by 10:30 a.m. on the date of such proposed continuation or conversion, to continue or convert any type of Loans as or into Reference Rate Loans, in each case subject to the following further conditions:
(a) each continuation or conversion shall be made pro rata as to each type of Loan of a Borrower to be continued or converted among the Banks in accordance with the respective amounts of their commitments and the notice given to the Administrative Agent by such Borrower shall specify the aggregate principal amount of Loans to be continued or converted;
(b) in the case of a continuation or conversion of less than all Loans of the outstanding Loansany Borrower, the Loans continued or converted shall be in a minimum aggregate principal amount of Loans $5,000,000 and an integral multiple of $1,000,000;
(c) accrued interest on each Loan (or portion thereof) being continued or converted shall be paid by such Borrower at the time of continuation or conversion;
(d) the Interest Period with respect to any Loan made in respect of a continuation or conversion thereof shall commence on the date of the continuation or conversion;
(e) any portion of a Loan maturing or required to be prepaid in less than one month may not be less than the minimum amounts and multiples thereof specified in Section 2.4 hereof; andcontinued as or converted into a LIBO Rate Loan;
(bf) a LIBO Rate Loan may be continued or converted on the last day of the applicable Interest Period and, subject to Section 2.13, on any other day;
(g) no Loan (other or portion thereof) may be continued as or converted into a LIBO Rate Loan if, after such continuation or conversion, an aggregate of more than a Fluctuating 20 separate LIBO Rate LoanLoans of any Bank would result, determined as set forth in Section 2.3(c);
(h) no Loan shall be continued or converted if such Loan by any Bank would be greater than the amount by which its Commitment exceeds the amount of its other Loans at the time outstanding or if such Loan would not comply with the other provisions of this Agreement; and (i) any time other than portion of a LIBO Rate Loan which cannot be converted into or continued as a LIBO Rate Loan by reason of clause (e) or (g) above shall be automatically converted at the end of an the Interest Period applicable thereto. In the event that the Company shall not give notice to continue a in effect for such Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loan.Reference
Appears in 1 contract
Continuation and Conversion of Loans. The Company Borrower shall have the ------------------------------------ right right, at any time on prior irrevocable written notice to the Bank time, (i) to continue convert any Eurodollar Loan into or portion thereof to a subsequent Interest Period and Base Rate Loan, (ii) to continue any Eurodollar Loan for a successive Interest Period, or (iii) to convert any Base Rate Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate or portion thereof to a Eurodollar Loan, the Interest Period to be applicable thereto), subject to the following:
(a) at least three (3) Business Days prior to any conversion or continuation hereunder, the Borrower shall deliver to the Administrative Agent written notice with respect thereto in the case form of a conversion Notice of less Conversion/Continuation (or by telephonic notice promptly confirmed in writing); such notice shall be irrevocable and to be effective, must be received by the Administrative Agent on the day required not later than all of the outstanding Loans11:00 a.m. (Charlotte, the aggregate principal amount of Loans converted shall not be less than the minimum amounts and multiples thereof specified in Section 2.4 hereof; andNorth Carolina time);
(b) unless the Administrative Agent and the Required Lenders otherwise consent, no Loan (other than a Fluctuating Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto. In the event that the Company shall not give notice to continue a Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, Default or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and be continuing at the time of any conversion to a Eurodollar Loan or continuation of a Eurodollar Loan into a subsequent Interest Period;
(c) the aggregate principal amount of Loans continued as, or converted to, Eurodollar Loans as part of the same continuation or conversion, shall be in a minimum amount of $1,000,000 or in such greater amount which is continuingan integral multiple of $100,000;
(d) if fewer than all Loans of a particular type at the time outstanding shall be continued or converted, such continuation or conversion shall be made pro rata among the applicable Lenders in accordance with the respective principal amount of such Loans held by the applicable Lenders immediately prior to such continuation or conversion;
(e) no Base Rate Loan (or portion thereof) may be converted to a Eurodollar Loan and no Eurodollar Loan may be continued into as a subsequent Eurodollar Loan if, after such conversion or continuation, and after giving effect to any concurrent prepayment of Loans, an aggregate of more than ten (10) separate Eurodollar Loans would be outstanding hereunder with respect to a Lender (for purposes of determining the number of such Loans outstanding, Loans with different Interest Periods shall be counted as different Eurodollar Loans even if made on the same date);
(f) the Interest Period and no Fluctuating with respect to a new Eurodollar Loan effected by a continuation or conversion shall commence on the date of such continuation or conversion;
(g) if a Eurodollar Loan is converted to a Base Rate Loan may other than on the last day of the Interest Period with respect thereto, the amounts required by Section 2.10 shall be paid upon such conversion; and
(h) each request for a continuation as, or conversion to, a Eurodollar Loan which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one month. Subject to the foregoing, in the event that the Borrower shall not give notice to continue or convert any Eurodollar Loan as provided above, such Loan (unless repaid) shall automatically be converted into to a Fixed Base Rate LoanLoan at the expiration of the then current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give the Lenders notice of any continuation or conversion.
Appears in 1 contract
Samples: Credit, Security and Guaranty Agreement (Ventas Inc)
Continuation and Conversion of Loans. The Company Borrower shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)right, subject to the followingprovisions of Section 2.08, (i) on three Business Days' prior irrevocable notice by such Borrower to the Administrative Agent, to continue or convert any type of Loans as or into LIBO Rate Loans, or (ii) with irrevocable notice by the Borrower to the Administrative Agent by 10:30 a.m. on the date of such proposed continuation or conversion, to continue or convert any type of Loans as or into Reference Rate Loans, in each case subject to the following further conditions:
(a) each continuation or conversion shall be made pro rata as to each type of Loan of the Borrower to be continued or converted among the Lenders in accordance with the respective amounts of their commitments and the notice given to the Administrative Agent by the Borrower shall specify the aggregate principal amount of Loans to be continued or converted;
(b) in the case of a continuation or conversion of less than all Loans of the outstanding LoansBorrower, the Loans continued or converted shall be in a minimum aggregate principal amount of Loans $5,000,000 and an integral multiple of $1,000,000;
(c) accrued interest on each Loan (or portion thereof) being continued or converted shall be paid by the Borrower at the time of continuation or conversion;
(d) the Interest Period with respect to any Loan made in respect of a continuation or conversion thereof shall commence on the date of the continuation or conversion;
(e) any portion of a Loan maturing or required to be prepaid in less than one month may not be less continued as or converted into a LIBO Rate Loan;
(f) a LIBO Rate Loan may be continued or converted on the last day of the applicable Interest Period and, subject to Section 2.13, on any other day;
(g) no Loan (or portion thereof) may be continued as or converted into a LIBO Rate Loan if, after such continuation or conversion, an aggregate of more than 10 separate LIBO Rate Loans of any Lender would result, determined as set forth in Section 2.03(c);
(h) no Loan shall be continued or converted if such Loan by any Lender would be greater than the minimum amounts and multiples thereof specified in Section 2.4 hereofamount by which its Commitment exceeds the amount of its other Loans at the time outstanding or if such Loan would not comply with the other provisions of this Agreement; and
(bi) no any portion of a LIBO Rate Loan which cannot be converted into or continued as a LIBO Rate Loan by reason of clause (other than a Fluctuating Rate Loane) or (g) above shall be automatically converted at any time other than at the end of an the Interest Period applicable thereto. In the event that the Company shall not give notice to continue a in effect for such Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Reference Rate Loan. The Administrative Agent shall communicate the information contained in each irrevocable notice delivered by the Borrower pursuant to this Section 2.10 to the other Lenders promptly after its receipt of the same. The Interest Period applicable to any LIBO Rate Loan resulting from a continuation or conversion shall be specified by the Company Borrower in the irrevocable notice of continuation or conversion delivered by the Company pursuant to this Section and Section 2.4 hereof2.10; provided, -------- however, that, that if no such notice does not specify the Interest Period for a LIBO Rate Loan shall be specified, the Borrower shall be deemed to have selected an Interest Period of one month's duration. For purposes of this Section 2.10, notice received by the Administrative Agent from the Borrower after 10:30 a.m., New York time, on a Business Day shall be deemed to be ------- applicable thereto, received on the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loanimmediately succeeding Business Day.
Appears in 1 contract
Continuation and Conversion of Loans. The Company shall have Subject to Sections 1.11 and 1.12, the ------------------------------------ right at any time on prior irrevocable Borrowers may, by written notice to the Bank Administrative Agent (ias provided in Section 1.17) to at any time, continue any LIBOR Loan or portion thereof not constituting a Swing Loan, into a subsequent Interest Period and (ii) to convert any Loan or portion thereof into another type a Loan of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)a different type, subject in each case to the following:
(a) no Event of Default (except in the case of conversion to Base Rate Loans) shall have occurred and be continuing at the time of such notice or such continuation or conversion;
(b) on and as of the date of such continuation or conversion, each representation and warranty set forth in Article IV shall be true and correct, as determined by the Administrative Agent in its reasonable discretion, it being understood that the representations and warranties set forth in Sections 4.04 and 4.05 shall be deemed to apply to the most recent financial statements furnished by the Borrowers to the Banks prior to such Loan;
(c) the notice given to the Administrative Agent by the Borrowers shall specify the Loans (identified by reference to the aggregate amount of such Loans by all of the Banks) to be continued or converted and provide the information required pursuant to Section 1.17 with respect to the continuation or conversion;
(d) such continuation or conversion shall be made pro rata among the Banks in accordance with their respective Percentages;
(e) in the case of a continuation or conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans continued or converted shall not be less than the minimum borrowing amounts and multiples thereof specified set forth in Section 2.4 hereof; and1.02(a);
(bf) no Loan may be continued or converted to a LIBOR Loan having an Interest Period that would extend beyond the scheduled Commitment Termination Date;
(g) the Conversion Date must be a Business Day with respect to the new Loan;
(h) no Loan (other or portion thereof) may be converted to a LIBOR Loan if, after such conversion, and after giving effect to any prepayment of Loans, an aggregate of more than a Fluctuating Rate Loan) five separate Loans of any Bank would be outstanding hereunder, it being understood that for such purposes, LIBOR Loans having different Interest Periods, regardless of whether they commence or end on the same date, shall be converted at considered separate Loans, and Base Rate Loan advances also shall be considered a separate Loan hereunder; provided, however, that for purposes of this paragraph (h), any time other than at and all LIBOR Loans constituting Swing Loans shall not be considered in determining the end number of separate LIBOR Loans;
(i) each request for continuation of or conversion into a LIBOR Loan not constituting a Swing Loan that fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period applicable thereto. In of one (1) month;
(j) in the event that the Company shall not Borrowers fail to give notice to continue any LIBOR Loan not constituting a Swing Loan into a subsequent Interest PeriodPeriod or convert any LIBOR Loan (whether or not a Swing Loan) into a Loan of another type, such LIBOR Loan (unless prepaidrepaid in full) shall automatically be converted into become a Fluctuating Base Rate Loan. The Loan at (i) the expiration of the then current Interest Period resulting from with respect to those LIBOR Loans not constituting a Swing Loan and (ii) on the last day of the month prior to the month in which the next succeeding Interest Payment Date occurs with respect to those LIBOR Loans constituting Swing Loans; and
(k) each continuation or conversion shall be specified effected by each Bank as if the proceeds of the new Loan were applied to payment of the existing Loan (or portion thereof) being continued or converted, and accrued interest on the Loan (or portion thereof) being continued or converted shall be paid by the Company in Borrowers on and as of the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanConversion Date.
Appears in 1 contract
Continuation and Conversion of Loans. The Company (a) Subject to Section 2.08 hereof, the Borrowers shall have the ------------------------------------ right right, at any time time, on three (3) Business Days' prior irrevocable written or telecopy notice to the Bank (i) Agent, to continue any Loan Eurodollar Loan, or any portion thereof, into a subsequent Interest Period and (ii) or to convert any Prime Rate Loan or portion thereof into another type of a Eurodollar Loan, or on one (1) Business Day's prior irrevocable written or telecopy notice to the Agent, to convert any Eurodollar Loan permitted by this Agreement (specifying, in the case of LIBOR or portion thereof into a Prime Rate Loan, the Interest Period to be applicable thereto), subject to the following:
(ai) no Eurodollar Loan may be continued as such and no Prime Rate Loan may be converted into a Eurodollar Loan, when any Event of Default or Default shall have occurred and be continuing at such time;
(ii) in the case of a continuation of a Eurodollar Loan as such or a conversion of a Prime Rate Loan into a Eurodollar Loan, the aggregate principal amount of such Eurodollar Loan shall not be less than $1,500,000 and in multiples of $500,000 if in excess thereof;
(iii) in the case of a conversion from a Eurodollar Loan to a Prime Rate Loan accrued interest on the Loan (or portion thereof) being converted shall be jointly and severally paid by the Borrowers at the time of conversion;
(iv) a Prime Rate Loan may be converted into a Eurodollar Loan only on the first Business Day of a month;
(v) any portion of a Loan maturing or required to be repaid in less than all of the outstanding Loans, the aggregate principal amount of Loans converted shall one month may not be less than the minimum amounts and multiples thereof specified in Section 2.4 hereofconverted into or continued as a Eurodollar Loan; and
(bvi) no if any conversion of a Eurodollar Loan (shall be effected on a day other than a Fluctuating Rate Loan) shall be converted at any time other than at the end last day of an Interest Period applicable theretoPeriod, the Borrowers shall jointly and severally reimburse each Lender on demand for any loss incurred or to be incurred by it in the reemployment of the funds released by such conversion as provided in Section 2.09 hereof. In the event that the Company Administrative Borrower shall not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into become a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Prime Rate Loan until such required information is furnished pursuant to at the terms hereof. Notwithstanding anything to expiration of the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent then current Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod."
Appears in 1 contract
Samples: Financing Agreement (Happy Kids Inc)
Continuation and Conversion of Loans. The Company Subject to Section 2.03 and Section 2.10 hereof, the Borrower shall have the ------------------------------------ right right, at any time time, (i) on three (3) Business Days' prior irrevocable written or telecopy notice to the Bank (i) Agent, to continue any Eurodollar Loan or any portion thereof into a subsequent Interest Period and or, after the Syndication Date, to convert any Prime Loan or portion thereof into a Eurodollar Loan, or (ii) on one (1) Business Day's prior irrevocable written or telecopy notice to the Agent, to convert any Eurodollar Loan or portion thereof into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate a Prime Loan, the Interest Period to be applicable thereto), subject to the following:
(aA) in the case of a continuation of a Eurodollar Loan or portion thereof as such or a conversion of a Prime Loan or portion thereof into a Eurodollar Loan (1) no Event of Default or Potential Default shall have occurred and be continuing at the time of such continuation or conversion and (2) Eurodollar Loans resulting from this Section 2.14 shall be limited in number as provided in Section 2.03(d);
(B) in the case of a continuation or conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans any Eurodollar Loan continued or converted shall not be less than $5,000,000 and in multiples of $1,000,000 if in excess thereof;
(C) each conversion shall be effected by the minimum amounts and multiples thereof specified Lenders by applying the proceeds of the new Loan to the Loan (or portion thereof) being converted; and, in Section 2.4 hereofthe case of a conversion from a Eurodollar Loan to a Prime Loan, accrued interest on the Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;
(D) if the new Loan made in respect of a conversion shall be a Eurodollar Loan, the first Interest Period with respect thereto shall commence on the date of conversion;
(E) no portion of any Loan shall be continued or converted to a Eurodollar Loan with an Interest Period ending later than the Termination Date; and
(bF) no if any conversion of a Eurodollar Loan (shall be effected on a day other than a Fluctuating Rate Loan) shall be converted at any time other than at the end last day of an Interest Period applicable theretoPeriod, the Borrower shall reimburse each Lender on demand for any loss incurred or to be incurred by it in the reemployment of the funds released by such conversion as provided in Section 2.12 hereof. In the event that the Company Borrower shall not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, such Loan (unless prepaidrepaid) shall automatically be converted into become a Fluctuating Rate Loan. The Prime Loan at the expiration of the then current Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod.
Appears in 1 contract
Continuation and Conversion of Loans. The Company Each Borrower shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)right, subject to the followingprovisions of Section 3.8, (i) on three Business Days' prior irrevocable notice by such Borrower to the Administrative Agent, to continue or convert any type of Loans as or into LIBO Rate Loans, or (ii) with irrevocable notice by such Borrower to the Administrative Agent by 10:30 a.m. on the date of such proposed continuation or conversion, to continue or convert any type of Loans as or into Reference Rate Loans, in each case subject to the following further conditions:
(a) each continuation or conversion shall be made pro rata as to each type of Loan of a Borrower to be continued or converted among the Banks in accordance with the respective amounts of their commitments and the notice given to the Administrative Agent by such Borrower shall specify the aggregate principal amount of Loans to be continued or converted;
(b) in the case of a continuation or conversion of less than all Loans of the outstanding Loansany Borrower, the Loans continued or converted shall be in a minimum aggregate principal amount of Loans $5,000,000 and an integral multiple of $1,000,000;
(c) accrued interest on each Loan (or portion thereof) being continued or converted shall be paid by such Borrower at the time of continuation or conversion;
(d) the Interest Period with respect to any Loan made in respect of a continuation or conversion thereof shall commence on the date of the continuation or conversion;
(e) any portion of a Loan maturing or required to be prepaid in less than one month may not be less than the minimum amounts and multiples thereof specified in Section 2.4 hereof; andcontinued or converted into a LIBO Rate Loan;
(bf) a LIBO Rate Loan may be continued or converted on the last day of the applicable Interest Period and, subject to Section 3.13, on any other day;
(g) no Loan (other or portion thereof) may be continued or converted into a LIBO Rate Loan if, after such continuation or conversion, an aggregate of more than a Fluctuating 20 separate LIBO Rate LoanLoans of any Bank would result, determined as set forth in Section 3.3(c);
(h) no Loan shall be continued or converted if such Loan by any Bank would be greater than the amount by which its Commitment exceeds the amount of its other Loans at the time outstanding or if such Loan would not comply with the other provisions of this Agreement; and (i) any time other than portion of a LIBO Rate Loan which cannot be converted into or continued as a LIBO Rate Loan by reason of clause (e) or (g) above shall be automatically converted at the end of an the Interest Period applicable thereto. In the event that the Company shall not give notice to continue a in effect for such Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Reference Rate Loan. The Administrative Agent shall communicate the information contained in each irrevocable notice delivered by the applicable Borrower pursuant to this Section 3.10 to the other Banks promptly after its receipt of the same. The Interest Period applicable to any LIBO Rate Loan resulting from a continuation or conversion shall be specified by the Company applicable Borrower in the irrevocable notice of continuation or conversion delivered by the Company pursuant to this Section and Section 2.4 hereof3.10; provided, -------- however, that, that if no such notice does not specify the Interest Period for a LIBO Rate Loan shall be specified, the applicable Borrower shall be deemed to have selected an Interest Period of one month's duration. For purposes of this Section 3.10, notice received by the Administrative Agent from a Borrower after 10:30 a.m., New York time, on a Business Day shall be deemed to be ------- applicable thereto, received on the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loanimmediately succeeding Business Day.
Appears in 1 contract
Samples: Credit Agreement (Freeport McMoran Copper & Gold Inc)
Continuation and Conversion of Loans. The Company Each Borrower shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)right, subject to the followingprovisions of Section 2.8, (i) on three Business Days' prior irrevocable notice by such Borrower to the Administrative Agent, to continue or convert any type of Loans as or into LIBO Rate Loans, or (ii) with irrevocable notice by such Borrower to the Administrative Agent by 10:30 a.m. on the date of such proposed continuation or conversion, to continue or convert any type of Loans as or into Reference Rate Loans, in each case subject to the following further conditions:
(a) each continuation or conversion shall be made pro rata as to each type of Loan of a Borrower to be continued or converted among the Banks in accordance with the respective amounts of their commitments and the notice given to the Administrative Agent by such Borrower shall specify the aggregate principal amount of Loans to be continued or converted;
(b) in the case of a continuation or conversion of less than all Loans of the outstanding Loansany Borrower, the Loans continued or converted shall be in a minimum aggregate principal amount of Loans $5,000,000 and an integral multiple of $1,000,000;
(c) accrued interest on each Loan (or portion thereof) being continued or converted shall be paid by such Borrower at the time of continuation or conversion;
(d) the Interest Period with respect to any Loan made in respect of a continuation or conversion thereof shall commence on the date of the continuation or conversion;
(e) any portion of a Loan maturing or required to be prepaid in less than one month may not be less continued as or converted into a LIBO Rate Loan;
(f) a LIBO Rate Loan may be continued or converted on the last day of the applicable Interest Period and, subject to Section 2.13, on any other day;
(g) no Loan (or portion thereof) may be continued as or converted into a LIBO Rate Loan if, after such continuation or conversion, an aggregate of more than 20 separate LIBO Rate Loans of any Bank would result, determined as set forth in Section 2.3(c);
(h) no Loan shall be continued or converted if such Loan by any Bank would be greater than the minimum amounts and multiples thereof specified in Section 2.4 hereofamount by which its Commitment exceeds the amount of its other Loans at the time outstanding or if such Loan would not comply with the other provisions of this Agreement; and
(bi) no any portion of a LIBO Rate Loan which cannot be converted into or continued as a LIBO Rate Loan by reason of clause (other than a Fluctuating Rate Loane) or (g) above shall be automatically converted at any time other than at the end of an the Interest Period applicable thereto. In the event that the Company shall not give notice to continue a in effect for such Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loan.Reference
Appears in 1 contract
Samples: Credit Agreement (Freeport McMoran Resource Partners Limited Partnership)
Continuation and Conversion of Loans. The Company shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto), subject to the following:
(a) in the case of a conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans converted shall not be less than the minimum amounts and multiples thereof specified in Section 2.4 2.4(a) hereof; and
(b) no Loan (other than a Fluctuating Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto.
(c) any Loan or the Term Loan, if the interest rate has been swapped into a fixed rate equivalent, may not be converted into another type of Loan unless the Company has complied with and paid any sums due pursuant to the Master Agreement.
(d) any portion of a LIBOR Rate Loan maturing or required to be prepaid in less than one month may not be converted into or continued as a LIBOR Rate Loan. In the event that the Company shall not give notice to continue a Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loan.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Hi Tech Pharmacal Co Inc)
Continuation and Conversion of Loans. The Company (a) Subject to Section 2.09 hereof, the Borrowers shall have the ------------------------------------ right right, at any time time, on three (3) Business Days' prior irrevocable written or telecopy notice to the Bank (i) Agent, to continue any Loan Eurodollar Loan, or any portion thereof, into a subsequent Interest Period and (ii) or, after the Syndication Date, to convert any Base Rate Loan or portion thereof into another type of a Eurodollar Loan, or on one (1) Business Day's prior irrevocable written or telecopy notice to the Agent, to convert any Eurodollar Loan permitted by this Agreement (specifying, in the case of LIBOR or portion thereof into a Base Rate Loan, the Interest Period to be applicable thereto), subject to the following:
(ai) no Eurodollar Loan may be continued as such and no Base Rate Loan may be converted into a Eurodollar Loan, when any Event of Default or Default shall have occurred and be continuing at such time;
(ii) in the case of a continuation of a Eurodollar Loan as such or a conversion of a Base Rate Loan into a Eurodollar Loan, the aggregate principal amount of such Eurodollar Loan shall not be less than $5,000,000 and in multiples of $1,000,000 if in excess thereof;
(iii) in the case of a conversion of less than all of from a Eurodollar Loan to a Base Rate Loan accrued interest on the outstanding Loans, the aggregate principal amount of Loans Loan (or portion thereof) being converted shall not be less than jointly and severally paid by the minimum amounts and multiples thereof specified in Section 2.4 hereof; andBorrowers at the time of conversion;
(biv) no Loan (other than a Fluctuating Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto. In the event that the Company shall not give notice to continue a Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Base Rate Loan may be converted into a Fixed Rate Eurodollar Loan only on the first Business Day of a month;
(v) any portion of a Loan maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Loan.; and
(vi) if any conversion of a Eurodollar Loan shall be effected on a day other than the last day of an Interest Period, the Borrowers shall jointly and severally reimburse each Lender on demand for any loss incurred or to be incurred by it in the reemployment of the funds released by such conversion as provided in Section 2.10
Appears in 1 contract
Continuation and Conversion of Loans. The Company FI shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)right, subject to the followingprovisions of Section 3.8, (i) on three Business Days' prior irrevocable notice by FI to the Administrative Agent, to continue or convert any type of Loans as or into LIBO Rate Loans, or (ii) with irrevocable notice by FI to the Administrative Agent by 10:30 a.m. on the date of such proposed continuation or conversion, to continue or convert any type of Loans as or into Reference Rate Loans, in each case subject to the following further conditions:
(a) each continuation or conversion shall be made pro rata as to each type of Loan of FI to be continued or converted among the Banks in accordance with the respective amounts of their Commitments and the notice given to the Administrative Agent by FI shall specify the aggregate principal amount of Loans to be continued or converted;
(b) in the case of a continuation or conversion of less than all Loans of the outstanding LoansFI, the Loans continued or converted shall be in a minimum aggregate principal amount of Loans $5,000,000 and an integral multiple of $1,000,000;
(c) accrued interest on each Loan (or portion thereof) being continued or converted shall be paid by FI at the time of continuation or conversion;
(d) the Interest Period with respect to any Loan made in respect of a continuation or conversion thereof shall commence on the date of the continuation or conversion;
(e) any portion of a Loan maturing or required to be prepaid in less than one month may not be less continued or converted into a LIBO Rate Loan;
(f) a LIBO Rate Loan may be continued or converted on the last day of the applicable Interest Period and, subject to Section 3.13, on any other day;
(g) no Loan (or portion thereof) may be continued or converted into a LIBO Rate Loan if, after such continuation or conversion, an aggregate of more than 20 separate LIBO Rate Loans of any Bank would result, determined as set forth in Section 3.3(c); (h) no Loan shall be continued or converted if such Loan by any Bank would be greater than the minimum amounts and multiples thereof specified in Section 2.4 hereofamount by which its Commitment exceeds the amount of its other Loans at the time outstanding or if such Loan would not comply with the other provisions of this Agreement; and
(bi) no any portion of a LIBO Rate Loan which cannot be converted into or continued as a LIBO Rate Loan by reason of clause (other than a Fluctuating Rate Loane) or (g) above shall be automatically converted at any time other than at the end of an the Interest Period applicable thereto. In the event that the Company shall not give notice to continue a in effect for such Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loan.Reference
Appears in 1 contract
Samples: Credit Agreement (Freeport McMoran Copper & Gold Inc)
Continuation and Conversion of Loans. The Company Subject to Section 2.03 and Section 2.10 hereof, the Borrowers shall have the ------------------------------------ right right, at any time time, (i) on three (3) Business Days' prior irrevocable written or telecopy notice given by the Parent to the Bank (i) Administrative Agent, to continue any Eurodollar Loan or any portion thereof into a subsequent Interest Period and or to convert any Prime Loan or portion thereof into a Eurodollar Loan, or (ii) on one (1) Business Day's prior irrevocable written or telecopy notice to the Administrative Agent, to convert any Eurodollar Loan or portion thereof into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate a Prime Loan, the Interest Period to be applicable thereto), subject to the following:
(aA) in the case of a continuation of a Eurodollar Loan or portion thereof as such or a conversion of a Prime Loan or portion thereof into a Eurodollar Loan, (1) no Event of Default or Potential Default shall have occurred and be continuing at the time of such continuation or conversion and (2) Eurodollar Loans resulting from this Section 2.14 shall be limited in number as provided in Section 2.03(d);
(B) in the case of a continuation or conversion of less than all of Revolving Credit Loans or Term Loans, as the outstanding Loanscase may be, the aggregate principal amount of Loans any Eurodollar Loan continued or converted shall not be less than $5,000,000 and in multiples of $1,000,000 if in excess thereof;
(C) each conversion shall be effected by the minimum amounts Lenders by applying the proceeds of the new Loan to the Loan (or portion thereof) being converted; and, in the case of a conversion from a Eurodollar Loan to a Prime Loan, accrued interest on the Eurodollar Loan (or portion thereof) being converted shall be jointly and multiples thereof specified severally paid by the Borrowers at the time of conversion;
(D) if the new Loan made in Section 2.4 hereofrespect of a conversion shall be a Eurodollar Loan, the first Interest Period with respect thereto shall commence on the date of conversion;
(E) no portion of any Loan shall be continued or converted to a Eurodollar Loan with an Interest Period ending later than the Termination Date; and
(bF) no if any conversion of a Eurodollar Loan (shall be effected on a day other than a Fluctuating Rate Loan) shall be converted at any time other than at the end last day of an Interest Period applicable theretoPeriod, the Borrowers shall reimburse each Lender on demand for any loss incurred or to be incurred by it in the reemployment of the funds released by such conversion as provided in Section 2.12 hereof. In the event that the Company Parent shall not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, such Loan (unless prepaidrepaid) shall automatically be converted into become a Fluctuating Rate Loan. The Prime Loan at the expiration of the then current Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod.
Appears in 1 contract
Continuation and Conversion of Loans. The Company Borrower shall have the ------------------------------------ right at any time on prior irrevocable written or telex notice to the Bank Agent as specified in this Agreement (i) to continue any Eurodollar Loan into a subsequent Interest Period and Period, (ii) to convert any Eurodollar Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR a Fluctuating Rate Loan, and (iii) to convert any Fluctuating Rate Loan into a Eurodollar Loan (specifying the Interest Period to be applicable thereto), subject to the following:
(a) in the case of a conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans converted shall not be less than the minimum amounts $100,000 and multiples thereof specified in Section 2.4 hereof; andshall be an integral multiple thereof;
(b) no Eurodollar Loan (other than a Fluctuating Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto; and
(c) any portion of a Loan maturing or required to be prepaid in less than one month may not be converted into or continued as a Eurodollar Loan. The Agent shall promptly notify each Bank of each such notice. All conversions and renewals shall be made in the proportion that each Bank's Loan bears to the total amount of all the Banks' Loans. In the event that the Company Borrower shall not give notice to continue a any Eurodollar Loan into in to a subsequent Interest PeriodPeriod on the last day of the Interest Period thereof, such Eurodollar Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period applicable to any Eurodollar Loan resulting from a conversion or continuation shall be specified by the Company Borrower in the irrevocable notice delivered by the Company Borrower pursuant to this Section and Section 2.4 hereofAgreement; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Eurodollar Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Eurodollar Loan.
Appears in 1 contract
Samples: Revolving Loan, Guaranty and Security Agreement (Suprema Specialties Inc)
Continuation and Conversion of Loans. The Company Borrower shall have the ------------------------------------ right at any time on prior irrevocable written or telex notice to the Bank Agent as specified in this Agreement (i) to continue any Eurodollar Loan into a subsequent Interest Period and Period, (ii) to convert any Eurodollar Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR a Fluctuating Rate Loan, and (iii) to convert any Fluctuating Rate Loan into a Eurodollar Loan (specifying the Interest Period to be applicable thereto), subject to the following:
(a) in the case of a conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans converted shall not be less than the minimum amounts $50,000 and multiples thereof specified in Section 2.4 hereof; andshall be an integral multiple thereof;
(b) no Eurodollar Loan (other than a Fluctuating Rate Loan) shall be converted at any time other than at the end of an Interest Period applicable thereto; and
(c) any portion of a Loan maturing or required to be prepaid in less than one month may not be converted into or continued as a Eurodollar Loan. The Agent shall promptly notify each Bank of each such notice. All conversions and renewals shall be made in the proportion that each Bank's Loan bears to the total amount of all the Banks' Loans. In the event that the Company Borrower shall not give notice to continue a any Eurodollar Loan into in to a subsequent Interest PeriodPeriod on the last day of the Interest Period thereof, such Eurodollar Loan (unless prepaid) shall automatically be converted into a Fluctuating Rate Loan. The Interest Period applicable to any Eurodollar Loan resulting from a conversion or continuation shall be specified by the Company Borrower in the irrevocable notice delivered by the Company Borrower pursuant to this Section and Section 2.4 hereofAgreement; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Eurodollar Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Eurodollar Loan.
Appears in 1 contract
Samples: Revolving Loan, Guaranty and Security Agreement (Suprema Specialties Inc)
Continuation and Conversion of Loans. The Company Subject to Section 2.03 and Section 2.10 hereof, the Borrower shall have the ------------------------------------ right right, at any time time, (i) on three (3) Business Days' prior irrevocable written or telecopy notice to the Bank (i) Agent, to continue any Eurodollar Loan or any portion thereof into a subsequent Interest Period and or to convert any Reference Loan or portion thereof into a Eurodollar Loan, or (ii) on one (1) Business Day's prior irrevocable written or telecopy notice to the Agent, to convert any Eurodollar Loan or portion thereof into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate a Reference Loan, the Interest Period to be applicable thereto), subject to the following:
(aA) in the case of a conversion of a Reference Loan or portion thereof into a Eurodollar Loan, no Event of Default or Potential Default shall have occurred and be continuing at the time of such continuation or conversion;
(B) in the case of a continuation or conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans any Eurodollar Loan continued or converted shall not be less than $1,000,000 and in multiples of $500,000 if in excess thereof;
(C) each conversion shall be effected by the minimum amounts Lenders by applying the proceeds of the new Loan to the Loan (or portion thereof) being converted; and multiples thereof specified accrued interest on the Loan (or portion thereof) being converted shall be paid by the Borrower at the time of the conversion;
(D) if the new Loan made in Section 2.4 hereofrespect of a conversion shall be a Eurodollar Loan, the first Interest Period with respect thereto shall commence on the date of conversion;
(E) no portion of any Loan shall be continued or converted to a Eurodollar Loan with an interest period ending later than the Termination Date; and
(bF) no if any conversion of a Eurodollar Loan (shall be effected on a day other than a Fluctuating Rate Loan) shall be converted at any time other than at the end last day of an Interest Period applicable theretoPeriod, the Borrower shall reimburse each Lender on demand for any loss incurred or to be incurred by it (including, but not limited to, reasonable fees and expenses of counsel) in the reemployment of the funds released by such conversion as provided in Section 2.12 hereof. In the event that the Company Borrower shall not give notice to continue a any Eurodollar Loan into a subsequent Interest Period, such Loan (unless prepaidrepaid) shall automatically be converted into become a Fluctuating Rate Loan. The Reference Loan at the expiration of the then current Interest Period resulting from a conversion shall be specified by the Company in the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanPeriod.
Appears in 1 contract
Continuation and Conversion of Loans. The Company Borrower shall have the ------------------------------------ right at any time on prior irrevocable written notice to the Bank (i) to continue any Loan into a subsequent Interest Period and (ii) to convert any Loan into another type of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)right, subject to the followingprovisions of Section 2.08, (i) on three Business Days' prior irrevocable notice by the Borrower to the Administrative Agent, to continue or convert any type of Loans as or into LIBO Rate Loans, or (ii) with irrevocable notice by the Borrower to the Administrative Agent by 10:30 a.m. on the date of such proposed continuation or conversion, to continue or convert any type of Loans as or into Reference Rate Loans, in each case subject to the following further conditions:
(a) each continuation or conversion shall be made pro rata as to each type of Loan of the Borrower to be continued or converted among the Lenders in accordance with the respective amounts of their commitments and the notice given to the Administrative Agent by the Borrower shall specify the aggregate principal amount of Loans to be continued or converted;
(b) in the case of a continuation or conversion of less than all Loans of the outstanding LoansBorrower, the Loans continued or converted shall be in a minimum aggregate principal amount of Loans $5,000,000 and an integral multiple of $1,000,000;
(c) accrued interest on each Loan (or portion thereof) being continued or converted shall be paid by the Borrower at the time of continuation or conversion;
(d) the Interest Period with respect to any Loan made in respect of a continuation or conversion thereof shall commence on the date of the continuation or conversion;
(e) any portion of a Loan maturing or required to be prepaid in less than one month may not be less continued as or converted into a LIBO Rate Loan;
(f) a LIBO Rate Loan may be continued or converted on the last day of the applicable Interest Period and, subject to Section 2.13, on any other day;
(g) no Loan (or portion thereof) may be continued as or converted into a LIBO Rate Loan if, after such continuation or conversion, an aggregate of more than 10 separate LIBO Rate Loans of any Lender would result, determined as set forth in Section 2.03(c);
(h) no Loan shall be continued or converted if such Loan by any Lender would be greater than the minimum amounts and multiples thereof specified in Section 2.4 hereofamount by which its Commitment exceeds the amount of its other Loans at the time outstanding or if such Loan would not comply with the other provisions of this Agreement; and
(bi) no any portion of a LIBO Rate Loan which cannot be converted into or continued as a LIBO Rate Loan by reason of clause (other than a Fluctuating Rate Loane) or (g) above shall be automatically converted at any time other than at the end of an the Interest Period applicable thereto. In the event that the Company shall not give notice to continue a in effect for such Loan into a subsequent Interest Period, such Loan (unless prepaid) shall automatically be converted into a Fluctuating Reference Rate Loan. The Administrative Agent shall communicate the information contained in each irrevocable notice delivered by the Borrower pursuant to this Section 2.10 to the other Lenders promptly after its receipt of the same. The Interest Period applicable to any LIBO Rate Loan resulting from a continuation or conversion shall be specified by the Company Borrower in the irrevocable notice of continuation or conversion delivered by the Company pursuant to this Section and Section 2.4 hereof2.10; provided, -------- however, that, that if no such notice does not specify the Interest Period for a LIBO Rate Loan shall be specified, the Borrower shall be deemed to have selected an Interest Period of one month's duration. For purposes of this Section 2.10, notice received by the Administrative Agent from the Borrower after 10:30 a.m., New York time, on a Business Day shall be deemed to be ------- applicable thereto, received on the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate Loanimmediately succeeding Business Day.
Appears in 1 contract
Continuation and Conversion of Loans. The Company shall have Subject to Sections 1.10 and 1.11, the ------------------------------------ right at any time on prior irrevocable Borrower may, by written notice to the Bank Agent (ias provided in Section 1.16) to at any time, continue any Eurodollar Loan or portion thereof, into a subsequent Interest Period and (ii) to convert any Loan or portion thereof into another type a Loan of Loan permitted by this Agreement (specifying, in the case of LIBOR Rate Loan, the Interest Period to be applicable thereto)a different type, subject in each case to the following:
(a) no Default (except in the case of conversion to Base Rate Loans) shall have occurred and be continuing at the time of such notice or such continuation or conversion;
(b) On and as of the date of such continuation or conversion, each representation and warranty set forth in Article IV shall be true and correct, as determined by the Agent, it being understood that the representations and warranties set forth in Sections 4.04 and 4.05 shall be deemed to apply to the most recent financial statements furnished by the Borrower to the Banks prior to such Loan;
(c) the notice given to the Agent by the Borrower shall specify the Loans (identified by reference to the aggregate amount of such Loans by all of the Banks) to be continued or converted and provide the information required pursuant to Section 1.16 with respect to the continuation or conversion;
(d) such continuation or conversion shall be made pro rata among the Banks in accordance with their respective Percentages;
(e) in the case of a continuation or conversion of less than all of the outstanding Loans, the aggregate principal amount of Loans continued or converted shall not be less than the minimum borrowing amounts and multiples thereof specified set forth in Section 2.4 hereof; and1.02(a);
(bf) no Loan may be continued or converted to a Eurodollar Loan having an Interest Period that would extend beyond the scheduled Commitment Termination Date;
(g) the Conversion Date must be a Business Day with respect to the new Loan;
(h) no Loan (other or portion thereof) may be converted to a Eurodollar Loan if, after such conversion, and after giving effect to any prepayment of Loans, an aggregate of more than a Fluctuating Rate Loan) five separate Eurodollar Loans of any Bank would be outstanding hereunder, it being understood that for such purposes Loans having different Interest Periods, regardless of whether they commence or end on the same date, shall be converted at any time other than at the end considered separate Loans;
(i) each request for continuation of or conversion into a Eurodollar Loan that fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period applicable thereto. In of one- month;
(j) in the event that the Company shall not Borrower fails to give notice to continue a any Eurodollar Loan into a subsequent Interest PeriodPeriod or convert any such Loan into a Loan of another type, such Loan (unless prepaidrepaid in full) shall automatically be converted into become a Fluctuating Base Rate Loan. The Loan at the expiration of the then current Interest Period resulting from a Period; and
(k) each continuation or conversion shall be specified effected by each Bank as if the proceeds of the new Loan were applied to payment of the Loan (or portion thereof) being continued or converted, and accrued interest on the Loan (or portion thereof) being continued or converted shall be paid by the Company in Borrower on and as of the irrevocable notice delivered by the Company pursuant to this Section and Section 2.4 hereof; provided, -------- however, that, if such notice does not specify the Interest Period to be ------- applicable thereto, the Loan shall automatically be converted into, or continued as, as the case may be, a Fluctuating Rate Loan until such required information is furnished pursuant to the terms hereof. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and is continuing, no Loan may be continued into a subsequent Interest Period and no Fluctuating Rate Loan may be converted into a Fixed Rate LoanConversion Date.
Appears in 1 contract
