Conversion to Term Loan Sample Clauses

Conversion to Term Loan. Upon expiration of the Commitment Term (“Conversion Date”), Borrower shall have the option of converting the Loan to a term loan in an amount not to exceed the then outstanding principal balance of the Loan as of the Conversion Date, and, in connection therewith, obtaining an extension of the Maturity Date to the two (2) year anniversary of the Conversion Date, provided, however, that such conversion of the Loan to a term loan and such extension of the Maturity Date shall be subject to the occurrence or satisfaction (or waiver by Lender in writing), as applicable, of each and all of the following conditions by no later than the Conversion Date: 4.13.1 As of the Conversion Date, no Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) shall exist under any of the Loan Documents and Borrower shall be in full compliance with each term, condition and covenant contained in this Agreement and the other Loan Documents; 4.13.2 Borrower shall have provided Lender a written request for extension of the Maturity Date no later than thirty (30) days prior to the Conversion Date; 4.13.3 There shall have occurred no material adverse change in the financial conditions of Borrower or Guarantor from that which existed as of Loan Closing; 4.13.4 Borrower shall not be entitled to any new Advance of Loan Proceeds, and shall not request the same from and after the Conversion Date; 4.13.5 Borrower shall provide Lender with such additional assignments, agreements, promissory notes, security agreements, certificates, reports, approvals, instruments, documents, subordination agreements, financing statements, consents and opinions as Lender may reasonably request in connection with conversion of the Loan to a term loan; 4.13.6 Borrower shall pay to Lender, from Borrower’s own funds, all costs and expenses of Lender arising from or relating to the conversion of the Loan to a term loan, including, without limitation, Lender’s legal fees and expenses; and 4.13.7 Borrower shall have paid the Conversion Fee to Lender, from Borrower’s own funds, which Conversion Fee shall be deemed fully earned and non-refundable to Borrower upon receipt by Lender.

Conversion to Term Loan. (a) Subject to and upon the satisfaction of the terms and conditions specified in subsection (b) below, the Borrower may, on the Availability Expiration Date, convert the amount of all, but not less than all, outstanding Revolving Credit Loans to a Term Loan (as such amount may be increased from time to time under Section 2.5(c), the "Term Loan") on such date. (b) The right of the Borrower to convert all outstanding Revolving Credit Loans to the Term Loan is subject to the satisfaction of each of the following conditions: (i) The Lender shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the principal amount of the Term Loan (which shall be equal to the amount of all outstanding Revolving Credit Loans on the Availability Expiration Date). (ii) The Lender shall have received a promissory note, substantially in the form of Exhibit B hereto (as amended, supplemented or otherwise modified from time to time, the "Term Note"), duly executed by the Borrower. (iii) The aggregate principal amount of all outstanding Revolving Credit Loans, before giving effect to the conversion, shall be greater than $2,000,000. (iv) The Lender shall have received a certificate of the Borrower, in form and substance satisfactory to the Lender, duly executed by the chief financial officer or the chief accounting officer of the Borrower, as of the date of such conversion, truthfully stating that (A) the representations and warranties contained in Article VI are true and correct, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and (B) no Default has occurred and is continuing or would result after giving effect to the conversion. (v) No material provision of this Agreement or any other Loan Document shall for any reason have ceased to be valid and binding on the Borrower or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative body. (vi) The Lender shall have received a board resolution authorizing such conversion, certified by an officer of the Borrower, in form and substance satisfactory to the Lender.

Conversion to Term Loan. Up until and including the Commitment ----------------------- Termination Date, at the Borrower's option upon written notice (a "Notice to Convert") to the Administrative Agent (who shall promptly notify each of the Lenders), the Borrower may convert the then outstanding aggregate principal amount of the Advances hereunder to a term loan. The Notice to Convert shall expressly state the date on which such conversion shall occur (such date being the "Conversion Date") and shall be irrevocable once given and shall constitute a representation and warranty by the Borrower that the conditions contained in Section 5.2 have been satisfied as of the Conversion Date. Upon delivery of such ----------- Notice to Convert, (i) the Borrower's option to request extensions of the Syndicated Loan Termination Date under Section 2.2.1 above and to borrow and ------------- reborrow Syndicated Loans hereunder shall terminate, (ii) the Aggregate Commitment shall be reduced to zero, and (iii) the outstanding principal balance of all Syndicated Loans hereunder shall be due and payable on the Converted Loan Termination Date. All references in this Agreement to Syndicated Loans shall include such loans as converted hereunder.

Conversion to Term Loan. On the Termination Date, the Revolving Facility shall be converted into the Term Loan.

Conversion to Term Loan. The undrawn portion of the Construction Facility will be automatically cancelled at 5:01 p.m. (Toronto time) on the Term Conversion Date. Effective at such time, the Construction Facility will cease to be a revolving type facility and the Outstanding Principal thereunder will become a non-revolving term loan in an equivalent principal amount.

Conversion to Term Loan. If the Borrowers so elect by delivery of a written notice (the “Term Loan Conversion Notice”) to the Global Administrative Agent at least ten (10) but not more than twenty (20) days prior to the date of the Termination Date, then on the Termination Date (the “Loan Conversion Date”), but subject to the satisfaction of the conditions precedent set forth in Section 4.2 hereof, the Commitments shall be terminated and the then outstanding principal amount of the Loans shall be converted to a term loan (the “Term Loan”) which shall, in the case of each Lender, be in the amount of such Lender’s outstanding Loans on such date, and which shall be due and payable in full, together with accrued interest, on the first anniversary of the Loan Conversion Date, with any prepayment thereof to be made subject to Section 2.3; provided, that no such conversion shall occur (i) if a Default or Unmatured Default has occurred and is continuing either on the date of delivery of such Term Loan Conversion Notice or on the Loan Conversion Date or (ii) unless and until the Borrowers have paid to the Global Administrative Agent, for the ratable account of each Lender, a fee in an amount equal to 3.00% of the aggregate principal amount of the Term Loan on the Loan Conversion Date. Amounts repaid or prepaid in respect of the Term Loan following any such conversion may not be reborrowed. If such term loan conversion has not previously been completed, then on the Termination Date, the Commitments shall be terminated and all of the Loans and other Obligations shall be due and payable.

Conversion to Term Loan. Subject to the provisions contained herein, Borrower has the option to convert this Line of Credit Note to a Term Note. Providing that Borrower is not then in default hereunder, Borrower may make a written election to convert the Line of Credit Note to a Term Note any time prior to July 1, 2000. The written election must be delivered to Payee at least thirty (30) days prior to the conversion date. After receipt of the election, Payee has sole discretion to determine what collateral will be required of Maker to provide security for the term loan. Payee will notify Maker whether or in what manner the term loan shall be securitized within fifteen (15) days after receiving the election. Upon conversion, there will be a conversion fee equal to one-quarter (1/4) of one percent (1%) of the then outstanding principal balance. The unpaid principal balance will then be repayable in eighty-four (84) equal monthly installments of principal with the first principal payment due thirty (30) days following the conversion date. Interest will continue to be paid monthly at the same time as the principal payment is due. Interest shall accrue on the Term Note at the NationsBank Prime Rate, as it may change from time to time or the LIBOR Rate discussed above (subject to the restriction on the number of LIBOR borrowings discussed above) or at a fixed rate to be determined by Payee at the time of receiving the written election. Maker shall specify the interest rate option (Prime Rate, LIBOR Rate or fixed) to be used in the conversion election.

Conversion to Term Loan. Provided that (i) no Event of Default shall have occurred and be continuing and (ii) all representations and certifications and agreements herein are then true and correct, the Enterprise may elect to convert all or a portion of the outstanding Advances on or before the Advance Loan Maturity Date to one or more term loans, but not more than four term loans (each a “Term Loan”) that shall be payable in full by no later than the 8th anniversary of the Advance Loan Maturity Date. Such election shall be exercised by the Enterprise delivering to the Bank a Conversion Notice, appropriately completed and signed by an Authorized Person, at least three (3) Business Days prior to the Maturity Date. Each Term Loan shall be a fully amortizing loan in approximately equal installments of principal and interest and shall mature on the Term Loan Maturity Date specified in the Conversion Notice, which date shall be either the 3rd anniversary of the Advance Loan Maturity Date or the 8th anniversary of the Advance Loan Maturity Date. Principal and interest on each Term Loan shall be payable on each Interest Payment Date. The Interest Rate on a Term Loan shall be a fixed rate determined on the date an Advance converts to a Term Loan and shall equal the Cost of Funds plus 1.65% for a Term Loan which matures on the 3rd anniversary of the Advance Loan Maturity Date or the Cost of Funds plus 1.85% for a Term Loan which matures on the 8th anniversary of the Advance Loan Maturity Date. The Enterprise and the Bank agree that the aggregate principal amount of all Advances which is converted to a Term Loan shall be divided approximately equally between Term Loans which mature on the 3rd anniversary of the Advance Loan Maturity Date and Term Loans which mature on the 8th anniversary of the Advance Loan Maturity Date

Conversion to Term Loan. It is hereby agreed that the Borrower may, by giving written notice to the Bank at least thirty (30) days prior to July 7, 1998, convert the principal balance outstanding under the Line of Credit as of August 7, 1998 to be payable on a term loan basis. The term loan (the "Converted Term Loan") shall be in the amount of such outstanding principal balance and shall be evidenced by a promissory notice or credit agreement (the "Term Agreement") containing the following payment terms: At the Borrower's election made prior to the conversion, interest shall accrue on the outstanding balance under the converted term note at one of the following rates: (i) A variable rate equal to the Bank's Reference Rate, per annum, as it may change from time to time; or (ii) a fixed rate to be quoted and offered by the Bank which shall be approximately equal to 1.5% per annum in excess of the Cost of Funds rate, or, at the Borrower's option, 1.5% per annum in excess of the LIBOR Rate. If the variable rate is selected, the interest rate shall be adjusted concurrently with any change in the Reference Rate. The Borrower may elect the fixed rate option only for a Converted Term Loan in the minimum amount of $100,000.00. Repayment under the Converted Term Loan shall be made in 72 monthly installments of principal plus interest if a variable rate is elected or principal and interest if the fixed rate option is elected with the exact amount and dates for such payments to be determined upon the issuance of the Term Agreement. Accrued and unpaid interest under the Line of Credit shall be paid to the Bank concurrently with the Borrower's execution of the Term Agreement. Interest shall accrue and principal and interest shall be paid in accordance with the terms and provisions of the Term Agreement.

Conversion to Term Loan. The Borrower shall have the option to convert the Outstanding Amount of the Loans on the Termination Date (after giving effect to any repayments on the Termination Date) to a Term Loan maturing one year after the Termination Date. From and after such conversion, the Term Loan may be prepaid but not reborrowed. Such conversion to a Term Loan is subject to and on the terms and conditions set forth below: (a) No sooner than 90 days (and not later than 10 days) preceding the Termination Date, the Borrower shall deliver to the Administrative Agent a Term Conversion Election in the form of Exhibit B (a “Term Conversion Election”), which shall (i) specify the Borrower’s election to convert the Outstanding Amount of the Loans to a Term Loan on the Termination Date, (ii) specify the amount of the Outstanding Amount of the Loans to be converted to a Term Loan on the Termination Date, and (iii) certify that no Default or Event of Default exists on the date the Term Conversion Election is delivered. (b) As a condition precedent to such conversion, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower in the form of Exhibit C dated as of the Termination Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower and certifying (which certification shall be true and correct) that, before and after giving effect to such conversion, (A) the representations and warranties contained in Article V (other than Sections 5.05(b), 5.06, 5.07(a), and 5.09) and each Compliance Certificate are true and correct on and as of the Termination Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and (B) no Default or Event of Default exists.