Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below: (i) On the date hereof, Borrower shall give Lenders written notice (an 'INTEREST NOTICE') specifying the initial Interest Option(s) and the respective initial amounts of the Contract Rate Loan and the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion of the unpaid principal amount hereof as either a Contract Rate Loan or a LIBOR Rate Loan in accordance with the terms and provisions of this Agreement, Borrower shall be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designation. (ii) At least two (2) Business Days prior to the termination of any Interest Period for a LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively to have continued such LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuation. (iii) Borrower shall have the right, exercisable on any Business Day, to convert an eligible portion of the Contract Rate Loan to a LIBOR Rate Loan by giving Agent an Interest Notice of such designation at least three (3) Business Days prior to the effective date of such exercise; provided, however, the minimum amount of any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercise. (iv) Borrower may not exercise an Interest Option if the last day of the Interest Period for such LIBOR Rate Loans would be after the Maturity Date. (v) Notwithstanding any provision to the contrary contained herein, there shall not exist or be outstanding at any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, shall be considered separate LIBOR Tranches.
Appears in 1 contract
Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
(i) On Upon the conditions that: (1) Agent shall have received a LIBOR Request from Borrowers at least 3 Business Days prior to the first day of the LIBOR Period requested, (2) the proposed borrowing shall be no less than $500,000 and in integral multiples of $100,000, (3) there shall have occurred no change in applicable law which would make it unlawful for Lenders to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (4) as of the date hereof, Borrower shall give Lenders written notice (an 'INTEREST NOTICE') specifying of the initial Interest Option(s) LIBOR Request and the respective initial amounts first day of the Contract Rate Loan and LIBOR Period, there shall exist no Default or Event of Default, (5) Agent is able to determine the LIBOR Rate Loan or in respect of the requested LIBOR Rate Loans designated by Borrower; providedPeriod, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by (6) Agent or fails Agent's affiliate is able to designate all or a portion obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (7) as of the unpaid principal amount hereof as either a Contract Rate Loan or a first date of the LIBOR Rate Loan in accordance with Period, there are no more than five (5) outstanding LIBOR Portions including the terms and provisions of this Agreement, Borrower shall LIBOR Portion being requested; then interest on the LIBOR Portion requested during the LIBOR Period requested will be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designationbased on the applicable LIBOR Rate.
(ii) At least two (2) Business Days Each LIBOR Request shall be irrevocable and binding on Borrower. Borrowers shall indemnify each Lender for any loss, penalty or expense incurred by such Lender due to failure on the part of Borrowers to fulfill, on or before the date specified in any LIBOR Request, the applicable conditions set forth in this Agreement or due to the prepayment of the applicable LIBOR Portion prior to the termination last day of any Interest Period for a the applicable LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by any Lender to have continued such fund or maintain the requested LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationPortion.
(iii) Borrower If any Legal Requirement shall have (1) make it unlawful for any Lender to fund through the rightpurchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, exercisable or (2) shall impose on any Business Day, to convert an eligible portion Lender any costs based on or measured by the excess above a specified level of the Contract Rate Loan to a LIBOR Rate Loan by giving Agent an Interest Notice of such designation at least three (3) Business Days prior to the effective date of such exercise; provided, however, the minimum amount of any LIBOR Rate Loan shall be $500,000. Additionally, upon termination a category of deposits or other liabilities of any Interest Period, Borrower shall have the right, on any Business Day, Lender which includes deposits by reference to convert all or a portion of such principal amount from which the LIBOR Rate Loan is determined
1. Borrowers shall indemnify each Lender against any loss, penalty or expense incurred by such Lender due to a Contract Rate Loan liquidation or redeployment of deposits or other funds acquired by giving Agent an Interest Notice of such selection at least three (3) Business Days prior Lender to the effective date of such exercisefund or maintain any LIBOR Portion that is terminated under this paragraph.
(iv) Borrower may not exercise an Interest Option if Each Lender shall receive payments of amounts of principal of and interest with respect to the last day LIBOR Portions free and clear of, and without deduction for, any Taxes. If (1) any Lender shall be subject to any Tax in respect of any LIBOR Portion or any part thereof or, (2) Borrowers shall be required to withhold or deduct any Tax from any such amount, such Lender shall provide written notice to Borrowers and Agent of the Interest Period for fact that it is subject to such Tax or the withholding or deduction requirements and the LIBOR Rate applicable to such LIBOR Rate Loans would Portion shall be adjusted by Agent on behalf of the affected Lender to reflect all additional costs incurred by such Lender in connection with the payment by such Lender or the withholding by Borrowers of such Tax and Borrowers shall provide such Lender with a statement detailing the amount of any such Tax actually paid by such Borrowers. Determination by Agent on behalf of a Lender of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by any Lender is subsequently recovered by such Lender, such Lender shall reimburse Borrower to the Maturity Dateextent of the amount so recovered. A certificate of an officer of any Lender setting forth the amount of such recovery and the basis therefor shall, in the absence of manifest error, be conclusive. In no event shall Borrowers be required to pay or reimburse Lenders under this subsection 2.3(iv) amounts which are duplicative of amounts paid or reimbursed by Borrowers to Lenders under subsection 2.3(iii).
(v) Notwithstanding In the event LIBOR Portions are unavailable to Borrowers for any provision of the reasons set forth in Section 2.3(iii) and such reason is not generally applicable to financial institutions or in the contrary contained hereinevent Agent or any Lender is subject to any Tax in respect of any LIBOR Portion and such Tax is not generally applicable to financial institutions, there shall not exist Borrowers may prepay the Loans in full without paying the prepayment fee specified in Section 2.7; provided that (1) Agent receives an amount equal to all Obligations (other than the fee set forth in Section 2.7) in cash on or be outstanding at any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(vbefore the ninetieth (90th) day following Agent's notice under Section 2.3(iii) or 2.3 (iv), (2) the bank or financial institution refinancing the Loans is not affected by the reasons set forth in Section 2.3(iii) or any Tax in respect of any LIBOR Tranches having different Interest Periods, regardless loans and (3) no Default or Event of whether such loans commence on the same date, shall be considered separate LIBOR TranchesDefault has occurred or is continuing.
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Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
(i) On Upon the conditions that: (1) Agent shall have received a LIBOR Request from Borrower at least 3 Business Days prior to the first day of the LIBOR Period requested, (2) there shall have occurred no change in applicable law which would make it unlawful for Lenders to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (3) as of the date hereof, Borrower shall give Lenders written notice (an 'INTEREST NOTICE') specifying of the initial Interest Option(s) LIBOR Request and the respective initial amounts first day of the Contract Rate Loan and LIBOR Period, there shall exist no Default or Event of Default, (4) Agent is able to determine the LIBOR Rate Loan or in respect of the requested LIBOR Rate Loans designated by BorrowerPeriod, (5) Agent is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (6) as of the first date of the LIBOR Period, there are no more than 4 outstanding LIBOR Portions including the LIBOR Portion being requested; provided, no then interest on the LIBOR Rate Loan designated by Borrower for any Interest Portion requested during the LIBOR Period shall requested will be less than $500,000.00based on the applicable LIBOR Rate. If the required Interest Notice shall not have been timely Agent will provide each Lender with a copy of each LIBOR Request received by Agent or fails to designate all or a portion of Agent, promptly following the unpaid principal amount hereof as either a Contract Rate Loan or a LIBOR Rate Loan in accordance with the terms and provisions of this Agreement, Borrower shall be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designationreceipt thereof.
(ii) At least two (2) Business Days Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall indemnify each Lender for any loss, penalty or expense incurred by such Lender due to failure on the part of Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable conditions set forth in this Agreement or due to the prepayment of the applicable LIBOR Portion prior to the termination last day of any Interest Period for a the applicable LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by any Lender to have continued such fund or maintain the requested LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationPortion.
(iii) Borrower If any Legal Requirement shall have (1) make it unlawful for any Lender to fund through the rightpurchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, exercisable or (2) shall impose on any Business Day, to convert an eligible portion Lender any costs based on or measured by the excess above a specified level of the Contract Rate Loan amount of a category of deposits or other liabilities of any Lender which includes deposits by reference to a which the LIBOR Rate Loan by giving Agent an Interest Notice is determined as provided herein or a category of such designation at least three extensions of credit or other assets of any Lender which includes any LIBOR Portion or (3) Business Days prior to shall impose on any Lender any restrictions (not already taken into account under statutory reserves) on the effective date amount of such exercise; provideda category of liabilities or assets which any Lender may hold, howeverthen, in each such case, each affected Lender may (A) in the minimum amount case of any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (1) and (3) Business Days prior above, by written notice thereof to Borrowers, describing the Legal Requirement in reasonable detail, terminate such Lender's obligation to make Loans available to Borrowers under the LIBOR Option if necessary in connection therewith and (B) in the case of (2) above by written notice thereof to Borrowers, describing the Legal Requirements in reasonable detail, require Borrowers to pay such Lender such additional amount or amounts as will compensate such Lender for such additional costs which are properly allocable to the effective date of such exerciseapplicable LIBOR Portion. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for the Base Rate Portion pursuant to subsection 2.
1.1. Borrower shall indemnify each Lender against any loss, penalty or expense (ivexcluding lost profits) Borrower may not exercise an Interest Option if the last day incurred by such Lender due to liquidation or redeployment of the Interest Period for deposits or other funds acquired by such Lender to fund or maintain any LIBOR Rate Loans would be after the Maturity DatePortion that is terminated under this paragraph.
(v) Notwithstanding any provision to the contrary contained herein, there shall not exist or be outstanding at any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, shall be considered separate LIBOR Tranches.
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Samples: Loan and Security Agreement (Borden Chemicals & Plastics Limited Partnership /De/)
Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
(i) On Upon the conditions that: (1) Lender shall have received a LIBOR Request from Borrower no later than 11:00 a.m. (Hartford, Connecticut time) at least 3 Business Days prior to the first day of the LIBOR Period requested, (2) there shall have occurred no change in applicable law which would make is unlawful for Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (3) as of the date hereof, Borrower shall give Lenders written notice (an 'INTEREST NOTICE') specifying of the initial Interest Option(s) LIBOR Request and the respective initial amounts first day of the Contract Rate Loan and LIBOR Period, there shall exist no Default or Event of Default, (4) Lender is able to determine the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion in respect of the unpaid principal amount hereof requested LIBOR Period or Lender is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (5) as either a Contract Rate Loan or a of the first date of the LIBOR Rate Loan in accordance with Period, there are no more than three (3) outstanding LIBOR Portions including the terms and provisions of this Agreement, Borrower shall LIBOR Portion being requested; then interest on the LIBOR Portion requested during the LIBOR Period requested will be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designationbased on the applicable LIBOR Rate.
(ii) At least two (2) Business Days Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall indemnify Lender for any loss, penalty or expense incurred by Lender due to failure on the part of Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable conditions set forth in this Agreement or due to the prepayment of the applicable LIBOR Portion prior to the termination last day of the applicable LIBOR period or due to any Interest Period for a default by Borrower in the payment of the principal of or interest on any LIBOR Rate LoanPortion, Borrower shall give Agent an Interest Notice specifying including, without limitation any loss (including loss of anticipated profits) or expense incurred by reason of the Interest Option which is liquidation or redeployment of deposits or other funds acquired by Lender to be applicable to such fund or maintain the requested LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively to have continued such LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationPortion.
(iii) Borrower If any Legal Requirement shall have (1) make it unlawful for Lender to fund through the rightpurchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, exercisable or (2) shall impose on Lender any Business Day, to convert an eligible portion costs based on or measured by the excess above a specified level of the Contract Rate Loan amount of a category of deposits or other liabilities of Lender which includes deposits by reference to a which the LIBOR Rate Loan by giving Agent an Interest Notice is determined as provided herein or a category of such designation at least three extensions of credit or other assets of Lender which includes any LIBOR Portion or (3) Business Days prior to shall impose on Lender any restrictions not already taken into account under statutory reserves on the effective date amount of such exercise; provideda category of liabilities or assets which Lender may hold, howeverthen, in each such case, Lender may, by notice thereof to Borrower, terminate the minimum amount LIBOR Option. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant to subsection 2.
1.1. Borrower shall indemnify Lender against any loss, penalty or expense incurred by Lender due to liquidation or redeployment of deposits or other funds acquired Lender to fund or maintain any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercisePortion that is terminated under this paragraph.
(iv) Borrower may not exercise an Interest Option if the last day of the Interest Period for such LIBOR Rate Loans would be after the Maturity Date.
(v) Notwithstanding If any provision to the contrary contained present or future applicable law, which expression, as used herein, there shall not exist includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or be outstanding by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time more than seven LIBOR Tranches. For purposes or from time to time hereafter made upon or otherwise issued to Lender or any corporation controlling Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of this SECTION 4(b)(vlaw), LIBOR Tranches shall:
(a) subject Lender or such corporation to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit or LC Guaranty, Lender's commitment hereunder or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of Lender or such corporation and other than franchise taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to Lender or such corporation of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to Lender under this Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having different Interest Periodsthe force of law) against assets held by, regardless or deposits in or for the account of, or loans by, or letters of whether credit issued by, or commitments of an office of Lender or such loans commence corporation, or
(d) impose on Lender or such corporation any other conditions or requirements (other than franchise taxes) with respect to this Agreement, the same dateother Loan Documents, shall be considered separate LIBOR Tranches.any Letters of Credit or LC Guaranties, the Revolving Credit Loans, Lender's commitment hereunder, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such commitment forms a part, and the result of any of the foregoing is
Appears in 1 contract
Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
(i) On Upon the conditions that: (1) Lender shall have received a LIBOR Request from ACPI at least 3 Business Days prior to the first day of the LIBOR Period requested, (2) there shall have occurred no change in applicable law which would make it unlawful for Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (3) as of the date hereof, Borrower shall give Lenders written notice (an 'INTEREST NOTICE') specifying of the initial Interest Option(s) LIBOR Request and the respective initial amounts first day of the Contract Rate Loan and LIBOR Period, there shall exist no Default or Event of Default, (4) Lender is able to determine the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion in respect of the unpaid principal amount hereof requested LIBOR Period or Lender is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (5) as either a Contract Rate Loan or a of the first date of the LIBOR Rate Loan in accordance with Period, there are no more than three outstanding LIBOR Portions including the terms and provisions of this Agreement, Borrower shall LIBOR Portion being requested; then interest on the LIBOR Portion requested during the LIBOR Period requested will be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designationbased on the applicable LIBOR Rate.
(ii) At least two (2) Business Days Each LIBOR Request shall be irrevocable and binding on the requesting Borrowers. Borrowers shall indemnify Lender for any loss, penalty or expense incurred by Lender due to failure on the part of a Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable conditions set forth in this Agreement or due to the prepayment of the applicable LIBOR Portion prior to the termination last day of any Interest Period for a the applicable LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by Lender to have continued such fund or maintain the requested LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationPortion.
(iii) Borrower If any Legal Requirement shall have (1) make it unlawful for Lender to fund through the rightpurchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, exercisable or (2) shall impose on Lender any Business Day, to convert an eligible portion costs based on or measured by the excess above a specified level of the Contract Rate Loan amount of a category of deposits or other liabilities of Lender which includes deposits by reference to a which the LIBOR Rate Loan by giving Agent an Interest Notice is determined as provided herein or a category of such designation at least three extensions of credit or other assets of Lender which includes any LIBOR Portion or (3) Business Days prior to shall impose on Lender any restrictions on the effective date amount of such exercise; provideda category of liabilities or assets which Lender may hold, howeverthen, in each such case, Lender may, by notice thereof to Borrowers, terminate the minimum amount LIBOR Option. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant to subsection 2.1.
1. Borrowers shall indemnify Lender against any loss, penalty or expense incurred by Lender due to liquidation or redeployment of deposits or other funds acquired Lender to fund or maintain any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercisePortion that is terminated hereunder.
(iv) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Portions free and clear of, and without deduction for, any Taxes. If (1) Lender shall be subject to any Tax in respect of any LIBOR Portion or any part thereof or, (2) Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Portion shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by any Borrower may not exercise an Interest Option if of such Tax and Borrowers shall provide Lender with a statement detailing the last day amount of any such Tax actually paid by any Borrower. Determination by Xxxxxx of the Interest Period for amount of such LIBOR Rate Loans would costs shall, in the absence of manifest error, be conclusive. If after the Maturity Date.
(v) Notwithstanding any provision such adjustment any part of any Tax paid by Xxxxxx is subsequently recovered by Xxxxxx, Xxxxxx shall reimburse such Borrower to the contrary contained hereinextent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall, there shall not exist or in the absence of manifest error, be outstanding at any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, shall be considered separate LIBOR Tranchesconclusive.
Appears in 1 contract
Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
(i) On Upon the conditions that (1) Agent shall have received a LIBOR Request from a Borrower at least 3 Business Days prior to the first day of the LIBOR Period requested, (2) there shall have occurred no change since the date hereofof this Agreement in applicable law which would make it unlawful for Lenders to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, Borrower shall give Lenders written notice (an 'INTEREST NOTICE'3) specifying as of the initial Interest Option(s) date of the LIBOR Request and the respective initial amounts first day of the Contract Rate Loan and LIBOR Period, there shall exist no Default or Event of Default, (4) Lenders are able to determine the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion in respect of the unpaid principal amount hereof requested LIBOR Period and Lenders are able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (5) as either a Contract Rate Loan or a of the first date of the LIBOR Rate Loan in accordance with Period, there are no more than six (6) outstanding LIBOR Revolving Credit Portions including the terms and provisions of this AgreementLIBOR Revolving Credit Portion being requested, Borrower shall then interest on the LIBOR Revolving Credit Portion requested during the LIBOR Period requested will be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designationbased on the applicable LIBOR Rate.
(ii) At least two (2) Business Days Each LIBOR Request shall be irrevocable and binding on the requesting Borrower. Borrowers shall indemnify Lenders for any loss, penalty or expense incurred by Lenders due to failure on the part of Borrowers to fulfill, on or before the date specified in any LIBOR Request, the applicable conditions set forth in this Agreement or due to the prepayment of the applicable LIBOR Revolving Credit Portion prior to the termination last day of any Interest Period for a the applicable LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by Lenders to have continued such fund or maintain the requested LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationRevolving Credit Portion.
(iii) Borrower If any Legal Requirement shall have (1) make it unlawful for Lenders to fund through the rightpurchase of U.S. dollar deposits any LIBOR Revolving Credit Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, exercisable or (2) shall impose on Lenders any Business Day, to convert an eligible portion costs based on or measured by the excess above a specified level of the Contract Rate Loan amount of a category of deposits or other liabilities of Lenders which includes deposits by reference to a which the LIBOR Rate Loan by giving Agent an Interest Notice is determined as provided herein or a category of such designation at least three extension of credit or other assets of Lenders which includes any LIBOR Revolving Credit Portion or (3) Business Days prior to shall impose on Lenders any restrictions on the effective date amount of such exercise; provideda category of liabilities or assets which Lenders may hold, howeverthen, in each such case, Agent may, by notice thereof to Borrowers, terminate the minimum amount LIBOR Option. Any LIBOR Revolving Credit Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for the Base Rate Revolving Credit Portion pursuant to subsection 2.
1.1. Borrowers shall indemnify Lenders against any loss, penalty or expense incurred by Lenders due to liquidation or redeployment of deposits or other funds acquired by Lender to fund or maintain any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exerciseRevolving Credit Portion that is terminated hereunder.
(iv) Borrower may not exercise an Interest Option if Lenders shall receive payments of amounts of principal of and interest on the last day Loans with respect to the LIBOR Revolving Credit Portions free and clear of, and without deduction for, any Taxes. If
(1) Lenders shall be subject to any Tax in respect of any LIBOR Revolving Credit Portion or any part thereof or, (2) Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Revolving Credit Portion shall be adjusted by Lenders to reflect all additional costs incurred by Lenders in connection with the payment by Lenders or the withholding by Borrowers of such Tax and Borrowers shall provide Lenders with a statement detailing the amount of any such Tax actually paid by Borrowers. Determination by Lenders of the Interest Period for amount of such LIBOR Rate Loans would costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by Lenders is subsequently recovered by Lenders, Lenders shall reimburse Borrowers to the Maturity Dateextent of the amount so recovered. A certificate of an officer of Agent setting forth the amount of such recovery and the basis therefor shall, in the absence of manifest error, be conclusive.
(v) Notwithstanding any provision Prior to the contrary contained hereindate of the initial Borrowing in the case of the Agent and each Lender listed on the signature pages hereof, there and on the date of any assignment pursuant to which it became a Lender in the case of each other Lender, organized under the laws of a jurisdiction outside the United States, shall not exist provide the Agent and the Borrowers with the forms prescribed by the Internal Revenue Service of the United States certifying as to such Lender's or be outstanding at any time more than seven LIBOR Tranches. For the Agent's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Lender or the Agent hereunder or other documents satisfactory to the Agent indicating that all payments to be made to such Lender or the Agent, as the case may be, hereunder are subject to such taxes at a rate reduced by an applicable tax treaty. Notwithstanding paragraph (iv) above, unless the Borrowers and the Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, the Borrowers or the Agent shall withhold taxes from such payments at the applicable statutory rate or such lower rate as provided in an applicable tax treaty (if such Lender or the Agent, if applicable, has provided the required forms entitling it to such reduced withholding rate) in the case of payments to or for any Lender or an Agent organized under the laws of a jurisdiction outside the United States.
(vi) Any Lender claiming any additional amounts payable pursuant to this SECTION 4(b)(v)Section 2.3 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of the office or branch in which it books the Loans if the making of such a change would avoid the need for, LIBOR Tranches having different Interest Periodsor reduce the amount of, regardless any such additional amounts which may thereafter accrue and would not, in the reasonable judgment of whether such loans commence on the same dateLender, shall be considered separate LIBOR Tranchesotherwise disadvantageous to such Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Restoration Hardware Inc)
Libor Option. The Interest Option shall be exercisable by Borrower, subject to (a) Upon the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
conditions that: (i) On the date hereof, Borrower Administrative Agent shall give Lenders written notice (an 'INTEREST NOTICE') specifying the initial Interest Option(s) and the respective initial amounts of the Contract Rate Loan and the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion of the unpaid principal amount hereof as either a Contract Rate Loan or a LIBOR Rate Loan in accordance with the terms and provisions of this Agreement, Request from Borrower shall be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designation.
(ii) At at least two (2) 3 Business Days prior to the termination first day of the LIBOR Period requested, (ii) there shall have occurred no change in applicable law which would make it unlawful for Administrative Agent or any Interest Period Revolving Credit Lender with respect to Revolving Credit Loans or Collateral Agent or any Term Loan Lender with respect to Term Loans to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (iii) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (iv) Administrative Agent with respect to Revolving Credit Loans or Collateral Agent with respect to Term Loans is able to determine the LIBOR Rate in respect of the requested LIBOR Period, or Administrative Agent with respect to Revolving Credit Loans or Collateral Agent with respect to Term Loans is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, (v) as of the first date of the LIBOR Period, there are no more than 4 outstanding LIBOR Portions, including the LIBOR Portion being requested, and (vi) each such election is in respect of a LIBOR Rate LoanPortion of not less than $2,500,000 or an integral multiple thereof, Borrower shall give Agent an Interest Notice specifying then interest on the Interest Option which is to LIBOR Portion requested during the LIBOR Period requested will be based on the applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively to have continued such LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationRate.
(iiib) Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall have indemnify the rightLender Group for any loss, exercisable penalty, or expense incurred by Lenders due to failure on the part of Borrower to fulfill, on or before the date specified in any Business DayLIBOR Request, the applicable conditions set forth in this Agreement or due to convert an eligible portion the prepayment of the Contract Rate Loan to a applicable LIBOR Rate Loan by giving Agent an Interest Notice of such designation at least three (3) Business Days Portion prior to the effective date of such exercise; provided, however, the minimum amount of any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercise.
(iv) Borrower may not exercise an Interest Option if the last day of the Interest Period for such applicable LIBOR Rate Loans would be after Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the Maturity Dateliquidation or redeployment of deposits or other funds acquired by the Lender Group to fund or maintain the requested LIBOR Portion.
(vc) Notwithstanding If any provision Legal Requirement shall (i) make it unlawful for Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans, or Collateral Agent or any Term Loan Lender with respect to Term Loans, to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise give effect to its obligations as contemplated under this Section 2.4, or (ii) impose on Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans, or Collateral Agent or any Term Loan Lender with respect to Term Loans any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such member of the Lender Group which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such member of the Lender Group which includes any LIBOR Portion, or (iii) impose on Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans, or Collateral Agent or any Term Loan Lender with respect to Term Loans any restrictions on the amount of such a category of liabilities or assets which such member of the Lender Group may hold, then, in each such case, Administrative Agent with respect to Revolving Credit Loans or Collateral Agent with respect to Term Loans may, by notice thereof to Borrower, terminate the LIBOR Rate Election. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant hereto. Borrower shall indemnify the Lender Group against any loss, penalty, or expense incurred by the Lender Group due to liquidation or redeployment of deposits or other funds acquired by the Lender Group to fund or maintain any LIBOR Portion that is prepaid by Borrower or terminated hereunder.
(d) Lenders shall receive payments of amounts of principal of and interest on the Loans with respect to the contrary contained hereinLIBOR Portions free and clear of, there shall not exist or be outstanding at and without deduction for, any time more than seven LIBOR TranchesTaxes. For purposes of this SECTION 4(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, If (i) Lenders shall be considered separate subject to any Tax in respect of any LIBOR TranchesPortion, or any part thereof, or, (ii) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Portion shall be adjusted by Administrative Agent on behalf of the Lender Group to reflect all additional costs incurred by the Lender Group in connection with the payment by the Lender Group or the withholding by Borrower of such Tax and Borrower shall provide Administrative Agent on behalf of the Lender Group with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Administrative Agent on behalf of the Lender Group of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by the Lender Group is subsequently recovered by the Lender Group, the applicable members of the Lender Group shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Administrative Agent setting forth the amount of such recovery and the basis therefor shall, in the absence of manifest error, be conclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (Questron Technology Inc)
Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
(i) On Upon the conditions that: (1) Agent shall have received a LIBOR Request from Borrower at least 3 Business Days prior to the first day of the LIBOR Period requested, (2) there shall have occurred no change in applicable law which would make it unlawful for any Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (3) as of the date hereof, Borrower shall give Lenders written notice (an 'INTEREST NOTICE') specifying of the initial Interest Option(s) LIBOR Request and the respective initial amounts first day of the Contract Rate Loan and LIBOR Period, there shall exist no Default or Event of Default, (4) Agent is able to determine the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion in respect of the unpaid principal amount hereof requested LIBOR Period (5) each Lender is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (6) as either a Contract Rate Loan or a of the first date of the LIBOR Rate Loan in accordance with Period, there are no more than 4 outstanding LIBOR Portions including the terms and provisions of this Agreement, Borrower shall LIBOR Portion being requested; then interest on the LIBOR Portion requested during the LIBOR Period requested will be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designationbased on the applicable LIBOR Rate.
(ii) At least two (2) Business Days Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall indemnify each Lender for any loss, penalty or expense incurred by such Lender due to failure on the part of Borrower to fulfill, on or before the date specified in any LIBOR Request, the applicable conditions set forth in this Agreement or due to the prepayment of the applicable LIBOR Portion prior to the termination last day of any Interest Period for a the applicable LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by any Lender to have continued such fund or maintain the requested LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationPortion.
(iii) Borrower If any Legal Requirement shall have (1) make it unlawful for any Lender to fund through the rightpurchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this subsection 2.3, exercisable or (2) shall impose on any Business Day, to convert an eligible portion Lender any costs based on or measured by the excess above a specified level of the Contract Rate Loan amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to a which the LIBOR Rate Loan by giving Agent an Interest Notice is determined as provided herein or a category of extensions of credit or other assets of such designation at least three Lender which includes any LIBOR Portion or (3) Business Days prior to shall impose on any Lender any restrictions on the effective date amount of such exercise; provideda category of liabilities or assets which such Lender may hold, howeverthen, in each such case, such Lender may, by notice thereof to Borrower, terminate the minimum amount LIBOR Option. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant to subsection 2.1.1. Borrower shall indemnify each Lender against any loss, penalty or expense incurred by such Lender due to liquidation or redeployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercisePortion that is terminated hereunder.
(iv) Subject to subsection 11.8.4, each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Portions free and clear of, and without deduction for, any Taxes. If (1) any Lender shall be subject to any Tax in respect of any LIBOR Portion or any part thereof or, (2) Borrower may not exercise an Interest Option if shall be required to withhold or deduct any Tax from any such amount, the last day LIBOR Rate applicable to such LIBOR Portion shall be adjusted by Agent on behalf of the Interest Period for affected Lender to reflect all additional costs incurred by such LIBOR Rate Loans would Lender in connection with the payment by such Lender or the withholding by Borrower of such Tax and Borrower shall provide Agent and such Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Agent on behalf of a Lender of the amount of such costs shall, in the absence of manifest error, be conclusive. If after the Maturity Date.
(v) Notwithstanding any provision such adjustment any part of any Tax paid by any Lender is subsequently recovered by such Lender, such Lender shall reimburse Borrower to the contrary contained hereinextent of the amount so recovered. A certificate of an officer of such Lender setting forth the amount of such recovery and the basis therefor shall, there shall not exist or in the absence of manifest error, be outstanding at any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, shall be considered separate LIBOR Tranchesconclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (Color Spot Nurseries Inc)
Libor Option. The Interest Option shall be exercisable by Borrower, subject to (a) Upon the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
conditions that: (i) On the date hereof, Borrower Lender shall give Lenders written notice (an 'INTEREST NOTICE') specifying the initial Interest Option(s) and the respective initial amounts of the Contract Rate Loan and the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion of the unpaid principal amount hereof as either a Contract Rate Loan or a LIBOR Rate Loan in accordance with the terms and provisions of this Agreement, Request from Borrower shall be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designation.
(ii) At at least two (2) 3 Business Days prior to the termination first day of any Interest the LIBOR Period requested, (ii) there shall have occurred no change in applicable law which would make it unlawful for a Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (iii) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (iv) Lender is able to determine the LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying in respect of the Interest Option which requested LIBOR Period or Lender is able to be obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable to such amounts and for the requested LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall and (v) as of the first date of the LIBOR Period, there are no more than 6 outstanding LIBOR Portions, including the LIBOR Portion being requested; then interest on the LIBOR Portion requested during the LIBOR Period requested will be deemed conclusively to have continued such based on the applicable LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationRate.
(iiib) Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall have indemnify Lender for any loss, penalty, or expense incurred by Lender due to failure on the rightpart of Borrower to fulfill, exercisable on or before the date specified in any Business DayLIBOR Request, the applicable conditions set forth in this Agreement or due to convert an eligible portion the prepayment of the Contract Rate Loan to a applicable LIBOR Rate Loan by giving Agent an Interest Notice of such designation at least three (3) Business Days Portion prior to the effective date of such exercise; provided, however, the minimum amount of any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercise.
(iv) Borrower may not exercise an Interest Option if the last day of the Interest Period for such applicable LIBOR Rate Loans would be after Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the Maturity Dateliquidation or redeployment of deposits or other funds acquired by Lender to fund or maintain the requested LIBOR Revolving Credit Portion.
(vc) Notwithstanding If any provision Legal Requirement shall (i) make it unlawful for Lender to fund through the contrary contained hereinpurchase of U.S. dollar deposits any LIBOR Revolving Credit Portion, there or otherwise give effect to its obligations as contemplated under this subsection 2.4, or (ii) shall not exist impose on Lender any costs based on or be outstanding at measured by the excess above a specified level of the amount of a category of deposits or other liabilities of Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of Lender which includes any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(v)Portion, LIBOR Tranches having different Interest Periods, regardless of whether such loans commence or (iii) shall impose on Lender any restrictions on the same date, shall be considered separate LIBOR Tranches.amount of such a category of liabilities or assets which Lender may
Appears in 1 contract
Samples: Loan and Security Agreement (Peregrine Real Estate Trust)
Libor Option. The Interest Option shall be exercisable by Borrower, subject to (A) Upon the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
conditions that: (i) On the date hereof, Borrower Lender shall give Lenders written notice (an 'INTEREST NOTICE') specifying the initial Interest Option(s) and the respective initial amounts of the Contract Rate Loan and the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion of the unpaid principal amount hereof as either a Contract Rate Loan or a LIBOR Rate Loan in accordance with the terms and provisions of this Agreement, Borrower shall be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designation.
(ii) At Request from Borrowers at least two (2) Business Days prior to the termination first day of any Interest the LIBOR Period requested, (ii) there shall have occurred no change in Applicable Law which would make it unlawful for a LIBOR Rate LoanLender to obtain deposits of Dollars in the London interbank foreign currency deposits market, Borrower shall give Agent an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively to have continued such LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuation.
(iii) Borrower shall have the right, exercisable on any Business Day, to convert an eligible portion as of the Contract Rate Loan date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (iv) Lender is able to a determine the LIBOR Rate Loan by giving Agent an Interest Notice in respect of such designation at least the requested LIBOR Period or Lender is able to obtain deposits of Dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, and (v) as of the first date of the LIBOR Period, there are no more than three (3) Business Days prior to the effective date of such exercise; provided, however, the minimum amount of any outstanding LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from Portions including the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to Portion being requested, then interest on the effective date of such exerciseLIBOR Portion requested during the LIBOR Period requested will be based on the applicable LIBOR Rate.
(ivB) Each LIBOR Request shall be irrevocable and binding on Borrowers. Borrowers shall indemnify Lender for any loss, penalty or expense incurred by Lender due to failure on the part of any Borrower may not exercise an Interest Option if to fulfill, on or before the date specified in any LIBOR Request, the applicable conditions set forth in this Agreement or due to the prepayment of the applicable LIBOR Portion prior to the last day of the Interest Period for such applicable LIBOR Rate Loans would be after Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the Maturity Dateliquidation or redeployment of deposits or other funds acquired by Lender to fund or maintain the requested LIBOR Portion.
(vC) Notwithstanding If any provision Legal Requirement shall (i) make it unlawful for Lender to fund through the purchase of Dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, or (ii) shall ----------- impose on Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of Lender which includes any LIBOR Portion, or (iii) shall impose on Lender any restrictions (not already taken into account under any Statutory Reserves) on the amount of such a category of liabilities or assets which Lender may hold, then, in each such case, Lender may, by notice thereof to any Borrower, terminate the LIBOR Option. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant to Section 2.1.
1. Borrowers shall indemnify Lender against ------------- any loss, penalty or expense incurred by Lender due to liquidation or redeployment of deposits or other funds acquired by Lender to fund or maintain any LIBOR Portion that is terminated under this Section 2.3. -----------
(D) Lender shall receive payments of amounts of principal of and interest with respect to the contrary contained hereinLIBOR Portions free and clear of, there shall not exist or be outstanding at and without deduction for, any time more than seven LIBOR TranchesTaxes. For purposes of this SECTION 4(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, If (i) Lender shall be considered separate subject to any Tax in respect of any LIBOR TranchesPortion or any part thereof or, (ii) any Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Portion shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by any Borrower of such Tax and such Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by such Borrower. Determination by Lender of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse such Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall, in the absence of manifest error, be conclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (Avalon Community Services Inc)
Libor Option. The Interest Option shall be exercisable by Borrower, subject to (a) Upon the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
conditions that: (i) On the date hereof, Borrower Lender shall give Lenders written notice (an 'INTEREST NOTICE') specifying the initial Interest Option(s) and the respective initial amounts of the Contract Rate Loan and the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion of the unpaid principal amount hereof as either a Contract Rate Loan or a LIBOR Rate Loan in accordance with the terms and provisions of this Agreement, Request from Borrower shall be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designation.
(ii) At at least two (2) 3 Business Days prior to the termination first day of any Interest the LIBOR Period requested, (ii) there shall have occurred no change in applicable law which would make it unlawful for a Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (iii) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (iv) Lender is able to determine the LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying in respect of the Interest Option which requested LIBOR Period or Lender is able to be obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable to such amounts and for the requested LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall and (v) as of the first date of the LIBOR Period, there are no more than 6 outstanding LIBOR Portions, including the LIBOR Portion being requested; then interest on the LIBOR Revolving Credit Portion and/or the LIBOR CapEx Portion requested during the LIBOR Period requested will be deemed conclusively to have continued such based on the applicable LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationRate.
(iiib) Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall have indemnify Lender for any loss, penalty, or expense incurred by Lender due to failure on the rightpart of Borrower to fulfill, exercisable on or before the date specified in any Business DayLIBOR Request, the applicable conditions set forth in this Agreement or due to convert an eligible portion the prepayment of the Contract Rate Loan to a applicable LIBOR Rate Loan by giving Agent an Interest Notice of such designation at least three (3) Business Days Revolving Credit Portion or LIBOR CapEx Portion prior to the effective date of such exercise; provided, however, the minimum amount of any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercise.
(iv) Borrower may not exercise an Interest Option if the last day of the Interest Period for such applicable LIBOR Rate Loans would be after Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the Maturity Dateliquidation or redeployment of deposits or other funds acquired by Lender to fund or maintain the requested LIBOR Revolving Credit Portion and/or LIBOR CapEx Portion.
(vc) Notwithstanding If any provision Legal Requirement shall (i) make it unlawful for Lender to fund through the contrary contained hereinpurchase of U.S. dollar deposits any LIBOR Revolving Credit Portion or LIBOR CapEx Portion, there or otherwise give effect to its obligations as contemplated under this subsection 2.4, or (ii) shall not exist impose on Lender any costs based on or be outstanding at measured by the excess above a specified level of the amount of a category of deposits or other liabilities of Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of Lender which includes any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(v)Revolving Credit Portion or LIBOR CapEx Portion, LIBOR Tranches having different Interest Periods, regardless of whether such loans commence or (iii) shall impose on Lender any restrictions on the same dateamount of such a category of liabilities or assets which Lender may hold, shall be considered separate LIBOR Tranches.then, in each such case, Lender may, by notice thereof to Borrower, terminate the
Appears in 1 contract
Samples: Loan and Security Agreement (Meade Instruments Corp)
Libor Option. The Interest Option shall be exercisable by Borrower, only in the manner provided below and subject to the other conditions and limitations set forth herein on Borrower's option herein, to designate a portion of the unpaid principal balance hereof of the Note as a LIBOR Rate Loan, only in the manner provided below:
(i) On the date hereof, Borrower shall give Lenders Bank written notice (an 'INTEREST NOTICE'"Interest Notice") specifying the initial Interest Option(s) and the respective initial amounts of the Contract Rate Loan and the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent Bank or fails to designate all or a portion of the unpaid principal amount hereof as either a Contract Rate Loan or a LIBOR Rate Loan in accordance with the terms and provisions of this Agreement, Borrower shall be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent Bank notice of such designation.
(ii) At By 10:00 a.m. Dallas time on the date at least two three (23) Business Days prior to the termination of any Interest Period for a LIBOR Rate Loan, Borrower shall give Agent Bank an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to Bank by the expiration of such Interest Periodtime specified in the immediately preceding sentence, Borrower shall be deemed conclusively to have continued such LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent Bank notice of such continuation.
(iii) Borrower shall have the right, exercisable on any Business Day, to convert an eligible portion of the Contract Rate Loan to a LIBOR Rate Loan by giving Agent Bank an Interest Notice of such designation at least three (3) Business Days prior to the effective date of such exercise; provided, however, the minimum amount of any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, right to convert all or a portion of such principal amount from the a LIBOR Rate Loan to a Contract Rate Loan by giving Agent Bank an Interest Notice of such selection election at least three (3) Business Days prior to the effective date of such exercise.
(iv) Borrower may not exercise an Interest Option if the last day of the Interest Period for such LIBOR Rate Loans Loan would be after the Maturity Commitment Termination Date.
(v) Notwithstanding any provision to the contrary contained herein, there shall not exist or be outstanding at any time more than seven four LIBOR Tranches. For purposes of this SECTION 4(b)(vSection 3.3(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans LIBOR Rate Loans commence on the same date, shall be considered separate LIBOR Tranches.
Appears in 1 contract
Samples: Secured Revolving Credit Loan Agreement (Remington Oil & Gas Corp)
Libor Option. The Interest Option shall be exercisable by Borrower, subject to the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
(i) On Upon the conditions that (1) Agent shall have received a LIBOR Request from a Borrower at least 3 Business Days prior to the first day of the LIBOR Period requested, (2) there shall have occurred no change since the date hereofof this Agreement in any applicable law, Borrower and no new law shall give Lenders written notice have been enacted, which would make it unlawful for a Lender to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (an 'INTEREST NOTICE'3) specifying as of the initial Interest Option(s) date of the LIBOR Request and the respective initial amounts first day of the Contract Rate Loan and requested LIBOR Period, there shall exist no Default or Event of Default, (4) Lenders are able to determine the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion in respect of the unpaid principal amount hereof requested LIBOR Period and Lenders are able to obtain deposits of U.S. dollars in the London interbank market in the applicable amounts and for the requested LIBOR Period, and (5) as either a Contract Rate Loan or a of the first day of the requested LIBOR Rate Loan in accordance with Period, there are no more than six (6) outstanding LIBOR Portions including the terms and provisions of this AgreementLIBOR Portion being requested, Borrower shall then interest on the LIBOR Portion requested during the LIBOR Period requested will be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designationbased on the applicable LIBOR Rate.
(ii) At least two (2) Business Days Each LIBOR Request shall be irrevocable and binding on Borrowers. Borrowers shall indemnify Lenders for any loss, penalty or expense incurred by Lenders due to failure on the part of Borrowers to fulfill, on or before the date specified in any LIBOR Request, the applicable conditions set forth in this Agreement or due to the prepayment of any LIBOR Portion prior to the termination last day of any Interest Period for a the applicable LIBOR Rate Loan, Borrower shall give Agent an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by Lenders to have continued such fund or maintain the requested LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationPortion.
(iii) Borrower If any Legal Requirement shall have (1) make it unlawful for a Lender to fund through the rightpurchase of U.S. dollar deposits any LIBOR Portion or otherwise give effect to its obligations as contemplated under this Section 2.3, exercisable or (2) shall impose on a Lender any Business Daycosts based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extension of credit or other assets of Lenders which includes any LIBOR Portion, or (3) shall impose on a Lender any restrictions on the amount of such a category of liabilities or assets which such Lender may hold, then, in each such case, Agent may, by notice thereof to convert an eligible Borrowers, terminate the LIBOR Option with respect to the portion of the Contract relevant Loan funded by such Lender. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for the Base Rate Loan Portion pursuant to a LIBOR Rate Loan subsection 2.1.
1. Borrowers shall indemnify Lenders against any loss, penalty or expense incurred by giving Agent an Interest Notice Lenders due to liquidation or redeployment of such designation at least three (3) Business Days prior deposits or other funds acquired by Lenders to the effective date of such exercise; provided, however, the minimum amount of fund or maintain any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercisePortion that is terminated hereunder.
(iv) Borrower may not exercise an Interest Option if Lenders shall receive payments of amounts of principal of and interest on the last day Loans with respect to the LIBOR Portions free and clear of, and without deduction for, any Taxes. If
(1) Lenders shall be subject to any Tax in respect of any LIBOR Portion or any part thereof or, (2) Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Portion shall be adjusted by Lenders to reflect all additional costs incurred by Lenders in connection with the payment by Lenders or the withholding by Borrowers of such Tax, and Borrowers shall provide Lenders with a statement detailing the amount of any such Tax actually paid by Borrowers. Determination by Lenders of the Interest Period for amount of such LIBOR Rate Loans would costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by Lenders is subsequently recovered by Lenders, Lenders shall reimburse Borrowers to the Maturity Dateextent of the amount so recovered. A certificate of an officer of Agent setting forth the amount of such recovery and the basis therefor shall, in the absence of manifest error, be conclusive.
(v) Notwithstanding any provision Prior to the contrary contained hereindate of the initial Borrowing in the case of the Agent and each Lender listed on the signature pages hereof, there and on the date of any assignment pursuant to which it became a Lender in the case of each other Lender, organized under the laws of a jurisdiction outside the United States, shall provide the Agent and the Borrowers with the forms prescribed by the Internal Revenue Service of the United States certifying as to such Lender's or the Agent's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Lender or the Agent hereunder or other documents satisfactory to the Agent indicating that all payments to be made to such Lender or the Agent, as the case may be, hereunder are subject to such taxes at a rate reduced by an applicable tax treaty. Notwithstanding paragraph (iv) above, unless the Borrowers and the Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, the Borrowers or the Agent shall withhold taxes from such payments at the applicable statutory rate or such lower rate as provided in an applicable tax treaty (if such Lender or the Agent, if applicable, has provided the required forms entitling it to such reduced withholding rate) in the case of payments to or for any Lender or an Agent organized under the laws of a jurisdiction outside the United States and shall not exist or be outstanding at any time more than seven LIBOR Tranches. For purposes of this SECTION 4(b)(vrequired to make reimbursements as provided for in paragraph (iv), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, shall be considered separate LIBOR Tranches.
Appears in 1 contract
Samples: Loan and Security Agreement (Restoration Hardware Inc)
Libor Option. The Interest Option shall be exercisable by Borrower, subject to (a) Upon the other limitations set forth herein on Borrower's option to designate a portion of the unpaid principal balance hereof as a LIBOR Rate Loan, only in the manner provided below:
conditions that: (i) On the date hereof, Borrower Administrative Agent shall give Lenders written notice (an 'INTEREST NOTICE') specifying the initial Interest Option(s) and the respective initial amounts of the Contract Rate Loan and the LIBOR Rate Loan or LIBOR Rate Loans designated by Borrower; provided, no LIBOR Rate Loan designated by Borrower for any Interest Period shall be less than $500,000.00. If the required Interest Notice shall not have been timely received by Agent or fails to designate all or a portion of the unpaid principal amount hereof as either a Contract Rate Loan or a LIBOR Rate Loan in accordance with the terms and provisions of this Agreement, Request from Borrower shall be deemed conclusively to have designated such amounts to be a Contract Rate Loan and to have given Agent notice of such designation.
(ii) At at least two (2) 3 Business Days prior to the termination first day of the LIBOR Period requested, (ii) there shall have occurred no change in applicable law which would make it unlawful for Administrative Agent or any Interest Period Revolving Credit Lender with respect to Revolving Credit Loans to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market, (iii) as of the date of the LIBOR Request and the first day of the LIBOR Period, there shall exist no Default or Event of Default, (iv) Administrative Agent with respect to Revolving Credit Loans is able to determine the LIBOR Rate in respect of the requested LIBOR Period, or Administrative Agent with respect to Revolving Credit Loans is able to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts and for the requested LIBOR Period, (v) as of the first date of the LIBOR Period, there are no more than 5 outstanding LIBOR Portions, including the LIBOR Portion being requested, and (vi) each such election is in respect of a LIBOR Rate LoanPortion of not less than $1,000,000 or an integral multiple thereof, Borrower shall give Agent an Interest Notice specifying then interest on the Interest Option which is to LIBOR Portion requested during the LIBOR Period requested will be based on the applicable to such LIBOR Rate Loan upon the expiration of such Interest Period. If the required Interest Notice shall not have been timely received by Agent prior to the expiration of such Interest Period, Borrower shall be deemed conclusively to have continued such LIBOR Rate Loan for a comparable Interest Period immediately upon the expiration of such Interest Period and to have given Agent notice of such continuationRate.
(iiib) Each LIBOR Request shall be irrevocable and binding on Borrower. Borrower shall have indemnify the rightLender Group for any loss, exercisable penalty, or expense incurred by Lenders due to failure on the part of Borrower to fulfill, on or before the date specified in any Business DayLIBOR Request, the applicable conditions set forth in this Agreement or due to convert an eligible portion the prepayment of the Contract Rate Loan to a applicable LIBOR Rate Loan by giving Agent an Interest Notice of such designation at least three (3) Business Days Portion prior to the effective date of such exercise; provided, however, the minimum amount of any LIBOR Rate Loan shall be $500,000. Additionally, upon termination of any Interest Period, Borrower shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Rate Loan to a Contract Rate Loan by giving Agent an Interest Notice of such selection at least three (3) Business Days prior to the effective date of such exercise.
(iv) Borrower may not exercise an Interest Option if the last day of the Interest Period for such applicable LIBOR Rate Loans would be after Period, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the Maturity Dateliquidation or redeployment of deposits or other funds acquired by the Lender Group to fund or maintain the requested LIBOR Portion.
(vc) Notwithstanding If any provision Legal Requirement shall (i) make it unlawful for Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise give effect to its obligations as contemplated under this Section 2.4, or (ii) impose on Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such member of the Lender Group which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such member of the Lender Group which includes any LIBOR Portion, or (iii) impose on Administrative Agent or any Revolving Credit Lender with respect to Revolving Credit Loans any restrictions on the amount of such a category of liabilities or assets which such member of the Lender Group may hold, then, in each such case, Administrative Agent with respect to Revolving Credit Loans may, by notice thereof to Borrower setting forth in reasonable detail the reasons for such termination, terminate the LIBOR Rate Election. Any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate and in the manner provided for Base Rate Portions pursuant hereto. Borrower shall indemnify the Lender Group against any loss, penalty, or expense incurred by the Lender Group due to liquidation or redeployment of deposits or other funds acquired by the Lender Group to fund or maintain any LIBOR Portion that is prepaid by Borrower or terminated hereunder.
(d) Lenders shall receive payments of amounts of principal of and interest on the Loans with respect to the contrary contained hereinLIBOR Portions free and clear of, there shall not exist or be outstanding at and without deduction for, any time more than seven LIBOR TranchesTaxes. For purposes of this SECTION 4(b)(v), LIBOR Tranches having different Interest Periods, regardless of whether such loans commence on the same date, If (i) Lenders shall be considered separate subject to any Tax in respect of any LIBOR TranchesPortion, or any part thereof, or (ii) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Portion shall be adjusted by Administrative Agent on behalf of the Lender Group to reflect all additional costs incurred by the Lender Group in connection with the payment by the Lender Group or the withholding by Borrower of such Tax and Borrower shall provide Administrative Agent on behalf of the Lender Group with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Administrative Agent on behalf of the Lender Group of the amount of such costs shall, in the absence of manifest error, be conclusive. If after any such adjustment any part of any Tax paid by the Lender Group is subsequently recovered by the Lender Group, the applicable members of the Lender Group shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Administrative Agent setting forth the amount of such recovery and the basis therefor shall, in the absence of manifest error, be conclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (Questron Technology Inc)
