Continuation/Conversion. (a) So long as no Event of Default shall have occurred and be continuing and to the extent permitted in the definition of the term “Interest Period”, the Borrower may on any Business Day, with respect to any Eurodollar Loan, elect to maintain such Eurodollar Loan or any portion thereof as a Eurodollar Loan by selecting a new Interest Period for such Eurodollar Loan. Each new Interest Period selected under this Section 3.2 shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Agent a Notice of Continuation not later than 11:00 A.M. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation, (a) specifying (i) the proposed date of such Continuation, (ii) the Eurodollar Loan and portion thereof subject to such Continuation and (iii) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any Eurodollar Loan in accordance with this Section 3.2(a), such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding failure of the Borrower to comply with Section 3.2(b).
(b) So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Agent, Convert all or a portion of a Loan of one Type into a Loan of another Type. Any Conversion of a Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loan and, upon Conversion of a Base Rate Loan into a Eurodollar Loan, the Borrower shall pay accrued interest to the date of Conversion ...
Continuation/Conversion. The Borrower may elect from time to time to (a) continue any outstanding LIBOR Loan upon the expiration of the Interest Period applicable thereto as a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of continuation and the succeeding Interest Period of such continued Loan will commence on the last day of the Interest Period of the Loan to be continued, (b) convert any outstanding LIBOR Loan upon expiration of the Interest Period applicable thereto to a Prime Rate Loan by giving to the Lender at least one (1) Business Day’s prior irrevocable written notice of conversion and (c) convert any outstanding Prime Rate Loan to a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of conversion, provided that no Loan may be continued as a Loan other than a Prime Rate Loan if an Event of Default or Potential Event of Default has occurred and is continuing. Each such irrevocable written notice electing to continue or convert a Loan shall specify: (i) the proposed continuation or conversion date, (ii) the amount of the Loan to be continued or converted, (iii) the nature of the proposed continuation or conversion (including whether the converted Loan will be a LIBOR Loan or a Prime Rate Loan) and (iv) for Loans being continued as or converted to LIBOR Loans, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such continuation or conversion is being made, the Lender shall take such action as is necessary to effect such continuation or conversion. In the event that no notice of continuation or conversion, or an incomplete notice of continuation or conversion, is received by the Lender with respect to outstanding LIBOR Loans, or if an Event of Default or Potential Event of Default has occurred and is continuing, then upon expiration of the Interest Period(s) applicable thereto, such Loans shall automatically convert to Prime Rate Loans.
Continuation/Conversion. Subject to Sections 2.1 and 2.9 hereof, the Borrower shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to LIBOR Advances and all or any part of the outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance, to continue all or any portion of such LIBOR Advance equal to $2,000,000 and integral multiples of $500,000 in excess of that amount as a LIBOR Advance and the succeeding Interest Period(s) of such continued LIBOR Advance shall commence on the last day of the Interest Period of the LIBOR Advance to be continued; provided, however, (A) LIBOR Advances may be converted into Base Rate Advances at any time only if the Borrower concurrently reimburses the Lenders in accordance with Section 2.9 hereof and (B) notwithstanding anything in this Agreement to the contrary, no outstanding Advance may be continued as, or converted into, a LIBOR Advance when any Event of Default has occurred and is continuing. Not later than 11:00 a.m., Dallas, Texas time on the date of any proposed continuation of or a conversion to a Base Rate Advance and not later than 11:00 a.m., Dallas, Texas time at least three Business Days prior to any proposed continuation of or conversion to a LIBOR Advance, the Borrower, through an Authorized Signatory, shall give the Administrative Agent irrevocable written notice, or irrevocable telephonic notice followed immediately by written notice, in substantially the form of Exhibit L hereto (a "Notice of Continuation/Conversion") (provided, however, that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), stating (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Advance to be converted/continued, (iii) in the case of a conversion to, or a continuation of, a LIBOR Advance, the requested Interest Period, and (iv) in the case of a conversion of a Base Rate Advance to a LIBOR Advance or continuation of a LIBOR Advance, stating that no Event of Default has occurred and is continuing. If the Borrower shall fail to give any notice in accordance with this Section 2.2(d) prior to the expiration of any then-relevant Interest Period with respect to any LIBOR Advance, the Borrower shall be deemed irrevocably to have requested that such LIBOR Advance be converted to a Base Rate Advance in the same principal amount.
Continuation/Conversion. Borrower may, by notice to the Administrative Agent given not later than 12:00 P.M. at least three (3) Business Days prior to the date of conversion or continuation (i) if the Advances are Base Rate Advances, convert the Advances to LIBOR Advances on any day or (ii) if the Advances are LIBOR Advances, continue the Advances as such for an additional Interest Period, in each case on the last day of the then outstanding Interest Period in respect thereof. Any such notice shall state the continuation or conversion date for such continuation or conversion (which shall, except in the case of a conversion of Base Rate Advances into LIBOR Advances, be the last day of the then outstanding Interest Period in respect thereof). If Borrower shall have failed to give to the Administrative Agent a timely notice of continuation or conversion pursuant to this Section 2.15, the Advances shall be deemed continued or converted, as the case may be, as LIBOR Advances for an additional Interest Period, on the last day of the then outstanding Interest Period in respect thereof. For the avoidance of doubt, any Advance that is converted to a LIBOR Advance shall be deemed to have been made on the date of such conversion for purposes of the definition of Interest Period.
Continuation/Conversion. (i) Borrower may elect from time to time to convert all or any portion of the outstanding Base Rate Loan to a LIBOR Loan made to Borrower by giving the Agent a completed and duly executed irrevocable notice of such election, in the form and substance of EXHIBIT B hereto (each, a "CONTINUATION/CONVERSION NOTICE") not later than 11:00 A.M. (San Antonio time) on the second LIBOR Business Day before the proposed date of conversion, specifying the proposed date of conversion, the portion of the Base Rate Loan to be converted, and the duration of the Interest Period applicable thereto.
(ii) Borrower may elect to continue (as of the last day of the applicable Interest Period) all or any part of any LIBOR Loan made to Borrower as the same Type of Loan by giving the Agent an irrevocable Continuation/Conversion Notice in the form applicable to Borrower not later than 11:00 A.M. (San Antonio time) on the second LIBOR Business Day before the proposed date of continuation. Each Continuation/Conversion Notice shall specify the proposed date of continuation, the portion of LIBOR Loan to be continued, and the duration of the Interest Period applicable thereto.
(iii) Borrower may elect from time to time to convert all or any portion of a LIBOR Loan into a Base Rate Loan made by Borrower by giving the Agent an irrevocable Continuation/Conversion Notice in the form applicable to Borrower not later than 11:00 A.M. (San Antonio time) one Business Day before the date of conversion. Each Continuation/Conversion Notice shall specify the portion of the LIBOR Loan to be converted and the date of conversion.
(iv) Upon receipt of a Continuation/Conversion Notice, the Agent shall promptly notify each Bank thereof. Any continuation pursuant to the preceding clause (ii) or conversion pursuant to the preceding clause (iii), may only occur on the last day of the applicable Interest Period or upon payment of amounts due pursuant to SECTION 2.12. Each Borrowing continued as, or converted to, a LIBOR Loan shall be in a minimum principal amount of $1,000,000, or a multiple of $250,000 in excess thereof, and each Borrowing continued as, or converted to, a Base Rate Loan shall be in a minimum principal amount of $250,000 or a multiple thereof.
Continuation/Conversion. The Partnership was originally formed as a limited liability company by the filing of a Certificate of Formation of BG Intermediate, LLC on December 12, 2017 with the Secretary of State of the State of Delaware. The LLC converted to a Maryland limited partnership pursuant to Articles of Conversion and a Certificate of Limited Partnership filed on the Effective Date with the State Department of Assessments and Taxation of the State of Maryland and the filing of a Certificate of Conversion with the Secretary of State of the State of Delaware. The Partners hereby continue the Partnership under the Act indefinitely, and for the purposes and upon the terms and conditions hereinafter set forth, unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 hereof or as otherwise provided by law. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.
Continuation/Conversion. (a) Subject to Sections 2.3(c), 2.3(b) and 2.10 of the Note Purchase Agreement and the Company obtaining all necessary approvals, the Company shall have the option (i) at any time, to convert all or any part of this Note from a Base Rate Note to a Euro-Dollar Rate Note, (ii) on the last day of the Interest Period applicable hereto, to (A) convert all or any part of this Note from a Euro-Dollar Rate Note to a Base Rate Note, (B) to the extent that this Note is a Euro-Dollar Rate Note, continue all or any part of this Note as a Note of the same Type, provided that, in the case of clause (i) and (ii)(B) of this Section 2.3(a), there does not exist an Event of Default at such time. To the extent that this Note is a Euro-Dollar Rate Note, if an Event of Default shall exist upon the expiration of the Interest Period applicable to this Note, this Note automatically shall be converted into a Base Rate Note.
(b) If the Company elects to continue or convert this Note or a part hereof under this Section 2.3, it shall deliver to the Administrative Agent a Notice of Continuation/Conversion together with all attachments required thereby, duly completed and executed by a Responsible Officer (a "Notice of Continuation/Conversion"), (i) not later than 10:00 a.m. (New York time) at least three Euro-Dollar Business Days before the proposed continuation or conversion date, if the Company proposes to continue or to convert all or part of this Note into, a Euro-Dollar Rate Note, and (ii) otherwise not later than 10:00 a.m. (New York time) at least three Business Days before the proposed continuation or conversion date.
(c) In lieu of delivering a Notice of Continuation/Conversion, the Company, through a Responsible Officer, may give the Administrative Agent telephonic notice of any proposed continuation or conversion by the time a Notice of Continuation/Conversion would be required to be delivered and containing all information required therefor; provided, however, that such notice shall be confirmed in writing by delivery of a Notice of Continuation/ Conversion to the Administrative Agent on or before the proposed continuation or conversion date. The Holder shall incur no liability to the Company in acting upon any telephonic notice that the Administrative Agent believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.3 and in converting or continuing this Note (or a part hereof) pursuant to any telephonic notice.
(d) Any ...
Continuation/Conversion. Subject to Sections 2.1 and 2.9 hereof, the Borrower shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to LIBOR Advances and all or any part of the outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance, to continue all or any portion of such LIBOR Advance equal to $500,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Advance and the succeeding Interest Period(s) of such continued LIBOR Advance shall commence on the last day of the Interest Period of the LIBOR Advance to be continued; provided, however, (a) LIBOR Advances may only be converted into Base Rate Advances on the expiration date of the Interest Period applicable thereto unless, contemporaneously with any such conversion, the Borrower reimburses the Lenders in accordance with Section 2.9 hereof and (b) notwithstanding anything in this Agreement to the contrary, no outstanding Advance may be continued as, or converted into, a LIBOR Advance when any Default or Event of Default has
Continuation/Conversion. Term Loans and Revolving Loans may ----------------------- be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D.
Continuation/Conversion. Subject to SECTIONS 2.1 AND 2.9 hereof, at least three Business Days prior to each Payment Date for a LIBOR Advance, the Authorized Signatory shall give the Administrative Agent irrevocable written notice, or irrevocable telephonic notice followed immediately by written notice (provided, however, that the Authorized Signatory's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), specifying whether all or a portion of such LIBOR Advance outstanding on the Payment Date (i) is to be repaid and then reborrowed in whole or in part as a LIBOR Advance, (ii) is to be repaid and then reborrowed in whole or in part as a Base Rate Advance, or (iii) is to be repaid and not reborrowed; provided, however, notwithstanding anything in this Agreement to the contrary, if on any Payment Date a Default shall exist, such LIBOR Advance may only be reborrowed as a Base Rate Advance. Upon such Payment Date, such LIBOR Advance shall, subject to the provisions hereof, be so repaid and may be reborrowed.
