LIBOR Rate Option. The Borrower shall have the option to elect, from time to time, that interest on a portion of the outstanding principal amount under the Line of Credit be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal to the principal amount of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following: (i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto; (ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing; (iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the LIBOR Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan; (iv) on the last day of any LIBOR Rate Interest Period for a LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period; (v) a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and (vi) at no time shall more than four (4) LIBOR Rate Loans be outstanding.
Appears in 2 contracts
Samples: Loan Agreement (Greg Manning Auctions Inc), Loan Agreement (Greg Manning Auctions Inc)
LIBOR Rate Option. The If no Event of Default, or event which, with notice or lapse of time or both, could become an Event of Default, has occurred and is continuing under any Loan Document, Borrower shall have the option to elect, may from time to timetime elect, that by a LIBOR Rate Notice, to pay interest on a portion of the outstanding principal amount under the Line of Credit be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Advance described in said LIBOR Rate Notice at a LIBOR Rate during the LIBOR Rate Period specified in an amount equal to the principal amount said LIBOR Rate Notice. Agent shall notify Borrower of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior applicable to the commencement of the any LIBOR Rate Interest PeriodPeriod promptly after the same is determined by Agent, which determination, in the absence of manifest error, shall be final, conclusive and binding on Borrower. In order to exercise From and after the end of each LIBOR Rate OptionPeriod, the if Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), does not timely select another interest rate option at least two (2) Business New York Banking Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at before the end of the LIBOR Rate Interest Period for a LIBOR Rate Advance, Agent may at any time after the end of the LIBOR Rate Period convert the LIBOR Rate Advance to a Monthly Reset LIBOR Rate Advance accruing interest at the Monthly Reset LIBOR Rate, but until such conversion, such LIBOR Rate Advance shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR Rate Loan Advance prior to a Prime Rate Loan;
(iv) on the last day end of any the LIBOR Rate Interest Period for Period, unless and until Borrower has again properly elected, by a LIBOR Rate LoanNotice, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
(v) pay interest thereon at a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at pursuant to this Agreement. Notwithstanding the foregoing, no time shall more than four (4) LIBOR Rate Loans Advances may be outstandingoutstanding at any time. Subject to the terms and conditions set forth in Section 1.5 and Section 1.10, LIBOR Rate Advances may be repaid or prepaid on any day; provided, however, Borrower shall also pay to Agent, from time to time, on demand, any sums necessary to compensate Agent and Lenders for all costs, expenses, claims, penalties and liabilities incurred by Agent and Lenders by virtue of the repayment or prepayment of funds, or Agent's and Lenders' inability to repay or prepay funds, borrowed by Agent in the London interbank market to advance to Borrower or to make a LIBOR Rate available to Borrower including, without limitation, the Interest Differential.
Appears in 2 contracts
Samples: Loan Agreement (KBS Real Estate Investment Trust II, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
LIBOR Rate Option. The If no Event of Default, or event which, with notice or lapse of time or both, could become an Event of Default, has occurred and is continuing under any Loan Document, Borrower shall have the option to elect, may from time to timetime elect, that by a LIBOR Rate Notice, to pay interest on a portion of the outstanding principal amount under the Line of Credit be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Advance described in said LIBOR Rate Notice at a LIBOR Rate during the LIBOR Rate Period specified in an amount equal to the principal amount said LIBOR Rate Notice. Agent shall notify Borrower of the LIBOR Rate Loan applicable to any LIBOR Rate Period promptly after the same is determined by Agent, which determination, in the absence of manifest error, shall be final, conclusive and having a comparable maturity as determined binding on Borrower. From and after the end of each LIBOR Rate Period, if Borrower does not timely select another interest rate option at or about 11:00 a.m. (London time) least two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at before the end of the LIBOR Rate Interest Period for a LIBOR Rate Advance, Agent may at any time after the end of the LIBOR Rate Period convert the LIBOR Rate Advance to a LIBOR Daily Reset Rate Advance accruing interest at the LIBOR Daily Reset Based Rate, but until such conversion, such LIBOR Rate Advance shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR Rate Loan Advance prior to a Prime Rate Loan;
(iv) on the last day end of any the LIBOR Rate Interest Period Period, unless and until Borrower has again properly elected, by a LIBOR Rate Notice, to pay interest thereon at a LIBOR Rate pursuant to this Agreement. Notwithstanding the foregoing, no more than five (5) LIBOR Rate Advances may be outstanding at any time. Borrower shall pay Agent (for its own account) an administration fee of $250.00 with respect to each election of a LIBOR Rate for a LIBOR Rate Loan, if the Borrower has failed Period as to give notice of conversion or continuation as described in this section, such any LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
(v) a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) LIBOR Rate Loans be outstandingAdvances.
Appears in 1 contract
Samples: Revolving Loan Agreement (Kennedy-Wilson Holdings, Inc.)
LIBOR Rate Option. The If no Event of Default, or event which, with notice or lapse of time or both, could become an Event of Default, has occurred and is continuing under any Loan Document, Borrower shall have the option to elect, may from time to timetime elect, that by a LIBOR Rate Notice, to pay interest on a portion of the outstanding principal amount under the Line of Credit be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Advance described in said LIBOR Rate Notice at a LIBOR Rate during the LIBOR Rate Period specified in an amount equal to the principal amount said LIBOR Rate Notice. Agent shall notify Borrower of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior applicable to the commencement of the any LIBOR Rate Interest PeriodPeriod promptly after the same is determined by Agent, which determination, in the absence of manifest error, shall be final, conclusive and binding on Borrower. In order to exercise From and after the end of each LIBOR Rate OptionPeriod, the if Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), does not timely select another interest rate option at least two (2) Business New York Banking Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at before the end of the LIBOR Rate Interest Period for a LIBOR Rate Advance, Agent may at any time after the end of the LIBOR Rate Period convert the LIBOR Rate Advance to a Monthly Reset LIBOR Rate Advance accruing interest at the Monthly Reset LIBOR Rate, but until such conversion, such LIBOR Rate Advance shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR Rate Loan Advance prior to a Prime Rate Loan;
(iv) on the last day end of any the LIBOR Rate Interest Period for Period, unless and until Borrower has again properly elected, by a LIBOR Rate LoanNotice, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
(v) pay interest thereon at a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at pursuant to this Agreement. Notwithstanding the foregoing, no time shall more than four (4) LIBOR Rate Loans Advances may be outstandingoutstanding at any time. Subject to the terms and conditions set forth in Section 1.5 and Section 1.10, LIBOR Rate Advances may be repaid or prepaid on any day; provided, however, Borrower shall also pay to Agent, from time to time, on demand, any sums necessary to compensate Agent and Lenders for all costs, expenses, claims, penalties and liabilities incurred by Agent and Lenders by virtue of the repayment or prepayment of funds, or Agent's and Lenders' inability to repay or prepay funds, borrowed by Agent in the London interbank market to advance to Borrower or to make a LIBOR Rate available to Borrower, including, without limitation, the Interest Differential.
Appears in 1 contract
Samples: Loan Agreement (KBS Strategic Opportunity REIT II, Inc.)
LIBOR Rate Option. (i) The Borrower shall have the option to elect, from time to time, that interest on a portion unpaid principal balance of the outstanding principal amount cash Advances under the Line of Revolving Credit be calculated on the basis of may, at Borrower's option, bear interest at the LIBOR rate Based Rate (the "LIBOR Rate Option"). Each , provided however that (A) each LIBOR Based Rate Loan shall bear interest at be in a rate multiple of interest per annum (computed on the basis of a year of 360 days $1,000,000 and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the in no event shall any LIBOR Based Rate Interest Period Loan be in an amount equal to the principal amount of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Periodless than $7,000,000. In order to exercise the no event, however, may Borrower have more than ten (10) LIBOR Based Rate Option, the Borrower Loans outstanding at any one time.
(ii) LIBOR Based Rate Loans shall supply to the Bank, by 10:00 a.m. be selected for a period of either a one (Eastern time1), at least two (2), three (3) or six (6) months duration, as Borrower may elect, during which the LIBOR Based Rate is applicable ("LIBOR Interest Period"); provided, however, that (a) if the LIBOR Interest Period would otherwise end on a day which shall not be a Good Business Days prior Day, such LIBOR Interest Period shall be extended to the date next succeeding Good Business Day, unless such Good Business Day falls in another calendar month, in which case such LIBOR Interest Period shall end on the next preceding Good Business Day subject to clause (c) below; (b) interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires; and (c) with respect to any LIBOR Interest Period which begins on the last Good Business Day of a desired calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last Good Business Day of a calendar month. Interest on a LIBOR Based Rate Loan or shall be due and payable monthly in arrears on the first Business Day of each calendar month commencing on the first Business Day of the first full month following the date on which such LIBOR Based Rate Loan was made provided that all remaining accrued and unpaid interest on each LIBOR Based Rate Loan must be repaid in full on the day the applicable LIBOR Interest Period expires. Notwithstanding any renewal or conversion of the foregoing, no LIBOR Interest Period may end after the Revolving Credit Maturity Date. Subject to all of the terms and conditions applicable to a request that a new Advance be a LIBOR Based Rate Interest PeriodLoan, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) Borrower may extend a LIBOR Based Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than of the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the LIBOR Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan;
(iv) on the last day of any LIBOR Rate Interest Period for a LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
(v) a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) LIBOR Rate Loans be outstanding.Interest
Appears in 1 contract
LIBOR Rate Option. The Borrower shall (i) So long as no Default or Event of Default has occurred and is continuing, Borrowers may choose to have the option to elect, from time to time, that interest on all or a portion of the Revolving Credit accrue interest at the Revolving Credit LIBOR Rate by giving Lender at least two (2) Business Days' prior written notice. Such notice shall specify the LIBOR Interest Period and the portion of outstanding principal amount Advances under the Line Revolving Credit (but in no event less than $500,000), to bear interest at the Revolving Credit LIBOR Rate.
(ii) Borrowers shall select a LIBOR Interest Period during which the Revolving Credit LIBOR Rate is applicable; provided, however, that if the LIBOR Interest Period would otherwise end on a day which shall not be a London Business Day, such LIBOR Interest Period shall be extended to the next preceding or succeeding London Business Day as is Lender's custom in the market in which such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of Credit be calculated each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the basis last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on a LIBOR Based Rate Loan must be repaid in full on the last day of the applicable LIBOR Interest Period. Interest shall also be due and payable for a six month LIBOR Interest Period on the day that would have been the last day of a three month LIBOR Interest Period. No LIBOR Interest Period with respect to the Revolving Credit may end after the Revolving Credit Maturity Date. Subject to all of the terms and conditions applicable to a request for a LIBOR Based Rate Loan, Borrowers may convert an existing LIBOR Based Rate Loan as of the last day of the LIBOR rate (the "Interest Period to a new LIBOR Rate Option"). Each LIBOR Based Rate Loan shall bear provided all interest at a rate of interest per annum (computed on accrued under the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the expiring LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal has been paid. If Borrowers fail to the principal amount notify Lender of the LIBOR Interest Period for such a subsequent LIBOR Based Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the then current LIBOR Rate Interest Period applicable thereto;
(ii) no of such an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan may be continued as shall become a new LIBOR Base Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the current LIBOR Interest Period and shall accrue interest at the Revolving Credit Base Rate in accordance with Section 2.7(a) above.
(iii) The Adjusted LIBOR Rate may be automatically adjusted by Lender on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period Period, including but not limited to changes in effect for such tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage which has resulted in a payment pursuant to Section 2.17 below, that increase the cost to Lender of funding the LIBOR Rate Loan to a Prime Based Rate Loan;. Lender shall promptly give Borrowers notice of such a determination and adjustment, which determination shall be, except for error, and absent written notice from Borrowers to Lender within ten (10) days from submission, final, conclusive and binding for all purposes; provided that Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such notice.
(iv) If Borrowers have requested the rate based on the last day of any Adjusted LIBOR Rate in accordance with Section 2.7(b), and Lender shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period for a specified are unavailable, or that the rate based on the Adjusted LIBOR Rate Loanwill not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, if of making or maintaining the Borrower has failed principal amount of the requested LIBOR Based Rate Loan specified by Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Lender shall promptly give notice of conversion or continuation as described in this section, such determination to Borrowers that the rate based on the Adjusted LIBOR Rate Loan is not available. A determination by Lender hereunder shall automatically be converted prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (A) the obligation to establish, convert to, or maintain a Prime LIBOR Based Rate Loan at the rate based on the last day of such then expiring Adjusted LIBOR Rate Interest Period;shall be suspended until Lender shall have notified Borrowers that such conditions shall have ceased to exist (which notification shall be given promptly by Lender after such cessation), and (B) the applicable Revolving Credit portion subject to the requested conversion shall continue to accrue interest at the Revolving Credit Base Rate in accordance with Section 2.7(a) above.
(v) If, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for Lender to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the rate based on the Adjusted LIBOR Rate, then Lender shall immediately notify Borrowers thereof and Lender's obligations hereunder to convert to, or maintain a LIBOR Based Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) the rate based on the Adjusted LIBOR Rate Loans shall be outstandingsuspended until such time as Lender may again cause the rate based on the Adjusted LIBOR Rate to be applicable. Immediately upon such occurrence, the portion of the Revolving Credit that was subject to the Revolving Credit LIBOR Rate shall thereupon accrue interest at the Revolving Credit Base Rate in accordance with Section 2.7(a) above. Promptly after coming aware that it is no longer unlawful for Lender maintain such Eurodollar liabilities, Lender shall notify Borrowers thereof and such suspension shall cease to exist.
Appears in 1 contract
Samples: Loan and Security Agreement (Opinion Research Corp)
LIBOR Rate Option. (i) The Borrower shall have the option to elect, from time to time, that interest on unpaid principal balance of all or a portion of the outstanding principal amount under the Line any type of Credit be calculated on the basis of Loan may, at Borrowers' option, bear interest at the LIBOR rate Based Rate (the "LIBOR Rate Option") provided that in no event (i) may a LIBOR Based Rate Loan be less than $1,000,000 nor (ii) may there be LIBOR Based Rate Loans with more than five (5) different LIBOR Interest Periods, outstanding at any time.
(ii) LIBOR Based Rate Loans shall be selected for a period of either one (1), two (2) or three (3) months' duration, as Borrowers may elect, during which the LIBOR Based Rate is applicable ("LIBOR Interest Period"); provided, however, that (a) if the LIBOR Interest Period would otherwise end on a day which shall not be a Good Business Day, such LIBOR Interest Period shall be extended to the next succeeding Good Business Day, unless such Good Business Day falls in another calendar month, in which case such LIBOR Interest Period shall end on the next preceding Good Business Day subject to clause (c) below; (b) interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires; and (c) with respect to any LIBOR Interest Period which begins on the last Good Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last Good Business Day of a calendar month. Each All accrued and unpaid interest on a LIBOR Based Rate Loan must be repaid in full on the day the applicable LIBOR Interest Period expires. No LIBOR Interest Period may end after the Maturity Date. Subject to all of the terms and conditions applicable to a request that a new Advance be a LIBOR Based Rate Loan, Borrowers may extend LIBOR Based Rate Loans as of the last day of the applicable LIBOR Interest Period to a new LIBOR Based Rate Loan or may convert all or a portion of the Loans subject to the Base Rate Option to a LIBOR Based Rate Loan. If Borrowers fail to notify the Agent of their desire to extend a LIBOR Based Rate Loan at least three Good Business Days prior to the last day of the then current LIBOR Interest Period of an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan shall bear become a loan subject to the Base Rate Option at the end of the current LIBOR Interest Period for such outstanding LIBOR Based Rate Loan and shall accrue interest at in accordance with Section 2.4(a) above until such Loan is converted to another LIBOR Based Rate Loan.
(iii) The LIBOR Rate may be automatically adjusted by Agent on a rate prospective basis to take into account the additional or increased cost of interest per annum maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period, including but not limited to changes in tax laws and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (computed on or any successor), excluding any such changes that have resulted in a payment pursuant to Section 2.10 hereof, that increase the cost to Lenders of funding the LIBOR Based Rate Loan. Agent shall promptly give Borrowers and each Lender notice of such a determination and adjustment, which determination shall be conclusive, absent manifest error, as to the correctness of the fact and the amount of such adjustment. Agent shall furnish to Borrowers a statement setting forth the basis of a year of 360 days for adjusting such LIBOR Based Rate and the actual number method for determining the amount of days elapsedsuch adjustment. In such event Borrowers may prepay the LIBOR Based Rate Loan with respect to which such adjustment is made, subject to the requirements of Section 2.9 below.
(iv) In the event that Borrowers shall have requested the LIBOR Rate Option in accordance with Section 2.4(b) and Agent shall have reasonably determined that Eurodollar deposits equal to the sum amount of (A) the principal of the requested LIBOR rate plus (B) 250 basis points (2.50%) per annum, Based Rate Loan and for the LIBOR Rate Interest Period in an amount equal specified are unavailable, impractical or unlawful, or that the rate based on the LIBOR Rate will not adequately and fairly reflect the cost of the LIBOR Based Rate applicable to the specified LIBOR Interest Period of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to reasonable means do not exist for ascertaining the commencement of rate based on the LIBOR Rate applicable to the specified LIBOR Interest Period. In order , Agent shall promptly give notice of such determination to exercise Borrowers that the rate based on the LIBOR Rate Optionis not available. A determination by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) the right of Borrowers to select, convert to, or maintain a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Based Rate Loan at a time other than the last day of rate based on the LIBOR Rate Interest Period applicable thereto;
shall be suspended until Agent shall have notified Borrowers that such conditions shall have ceased to exist, and (ii) no the Loans subject to the requested LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iiiOption shall accrue interest in accordance with Section 2.4(a) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the LIBOR Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan;
(iv) on the last day of any LIBOR Rate Interest Period for a LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;above.
(v) In the event that, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for a Lender to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the LIBOR Based Rate, and then such Lender shall immediately notify Agent who shall immediately notify the other Lenders and Borrower thereof, and such Lender's ability to make, convert to, or maintain a LIBOR Based Rate Loan must at the LIBOR Based Rate shall, without penalty to Borrowers, be at least $500,000 or a whole multiple suspended until such time as such Lender may again cause the LIBOR Base Rate to be applicable to its share of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) any LIBOR Based Rate Loans be outstandingand such Lender's share of the Loans subject to the LIBOR Based Rate shall accrue interest in accordance with Section 2.4(a) above. Promptly after becoming aware that it is no longer unlawful for such Lender to maintain such Eurodollar liabilities, such Lender shall notify Agent who will notify Borrowers thereof and such suspension shall cease to exist.
Appears in 1 contract
Samples: Loan and Security Agreement (Capital Associates Inc)
LIBOR Rate Option. The (i) So long as no Event of Default has occurred and is continuing, Borrower shall may, subject to the requirements of Section 2.2, choose to have the option to elect, from time to time, that interest on all or a portion of the outstanding principal amount Revolving Credit accrue interest at the Adjusted LIBOR Rate plus the Initial LIBOR Rate Margin.
(ii) As of each fiscal quarter end beginning with the first full fiscal quarter after consummation of the IPO, the interest rate applicable to LIBOR Based Rate Loans under the Line Revolving Credit may be adjusted and interest shall thereafter in any event accrue at the per annum rate equal to the Adjusted LIBOR Rate PLUS the applicable Adjusted LIBOR Rate Margin set forth below. In no event, however, may a downward adjustment occur if an Event of Credit Default has occurred and is continuing. Any such adjustment shall be calculated effective on the later of (i) five (5) days after, or (ii) the first day of the calendar month after, Agent's receipt of the Compliance Certificate demonstrating which tier of the performance ratio is applicable. The Adjusted LIBOR Rate Margin shall be determined in accordance with the chart set forth below: Consolidated Senior Debt ------------------------ To Consolidated EBITDA Adjusted LIBOR Rate Margin ---------------------- --------------------------
1. Greater than 2.50 to 1.0 250 basis points
2. Less than or equal to 2.50 to 1.0 225 basis points but greater than 1.75 to 1.0
3. Less than or equal to 1.75 to 1.0 200 basis points but greater than 1.0 to 1.0
4. Less than or equal to 1.0 to 1.0 175 basis points
(iii) Borrower shall select a LIBOR Interest Period during which the LIBOR Based Rate is applicable; provided, however, that if the LIBOR Interest Period would otherwise end on a day which shall not be a London Business Day, such LIBOR Interest Period shall be extended to the next preceding or succeeding London Business Day as is Agent's custom in the market in which such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on a LIBOR Based Rate Loan must be paid in full on the last day of the applicable LIBOR Interest Period. Interest shall also be due and payable for a LIBOR Interest Period in excess of three (3) months on the day of such LIBOR Interest Period that would have been the last day of such LIBOR Interest Period if such LIBOR Interest Period were a three (3) month LIBOR Interest Period. No LIBOR Interest Period may end after the Revolving Credit Maturity Date. Subject to all of the terms and conditions applicable to a request for a LIBOR Based Rate Loan, Borrower may convert an existing LIBOR Based Rate Loan as of the last day of the LIBOR rate (the "Interest Period to a new LIBOR Rate Option"). Each LIBOR Based Rate Loan shall bear provided all interest at a rate of interest per annum (computed on accrued under the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the expiring LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal has been paid. If Borrower fails to the principal amount notify Lender of the LIBOR Interest Period for such a subsequent LIBOR Based Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the then current LIBOR Rate Interest Period applicable thereto;
(ii) no of such an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan may be continued as shall become a new LIBOR Base Rate Loan Interest Period and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted accrue interest at the end of the LIBOR Revolving Credit Base Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan;accordance with Sections 2.3(a) or (b) above.
(iv) on the last day of any The Adjusted LIBOR Rate Interest Period may be automatically adjusted by Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for a Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
, including but not limited to changes in tax laws (vexcept changes of general applicability in corporate income tax laws) a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 and changes in excess thereof; and
(vi) at no time shall more than four (4) LIBOR Rate Loans be outstanding.the reserve requirements imposed by the Board of
Appears in 1 contract
LIBOR Rate Option. The Notwithstanding the foregoing, Borrower shall may elect to have the option to elect, from time to time, that interest on a portion one or more advances of the outstanding principal amount under the Line of Credit be calculated on the basis of this Note ("LIBOR Advances") bear interest at a LIBOR Rate, as defined in the LIBOR rate Rate Addendum to the Business Loan Agreement between Borrower and Lender (the "LIBOR Rate OptionAddendum"). Each LIBOR Rate Loan Advances as to which Borrower effectively makes such an election, shall bear interest at a LIBOR rate (as defined in the Addendum) and shall be governed by the terms of interest per annum (computed on the basis Addendum and by the terms of a year this Note. In the event of 360 days an inconsistency between the Addendum and this Note with respect to such LIBOR Advances, the actual number Addendum shall control. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of days elapsed) equal its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the sum extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, repeatedly and for the LIBOR Rate Interest Period in an amount equal to the principal amount any length of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior this loan, or release any party or guarantor or collateral; or impair, fail to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan realize upon or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially perfect Lender's security interest in the form collateral; and take any other action deemed necessary by Lender without the consent of Exhibit B attached hereto, subject in each case or notice to anyone. All such parties also agree that Lender may modify this loan without the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan consent of or continued as a new LIBOR Rate Loan at a time notice to anyone other than the last party with whom the modification is made. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. BORROWER: CUTTER & BUCK INC. By: /s/ XXXXXX X. XXXXX -------------------------------------- XXXXXX X. XXXXX, Senior Vice President ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ASSIGNMENT OF MONIES DUE UNDER FACTORING AGREEMENT AND INTERCREDITOR AGREEMENT THIS ASSIGNMENT AND INTERCREDITOR AGREEMENT ("Agreement") is entered into as of the 20th day of the LIBOR Rate Interest Period applicable thereto;
February, 1997, by and among REPUBLIC FACTORS CORP., a Maryland corporation (ii"Republic"), CUTTER & BUCK INC., a Washington corporation ("Cutter & Buck") no LIBOR Rate Loan may be continued and WASHINGTON MUTUAL BANK, doing business as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
ENTERPRISE BANK (iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the LIBOR Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan;
(iv) on the last day of any LIBOR Rate Interest Period for a LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
(v) a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) LIBOR Rate Loans be outstanding"Bank").
Appears in 1 contract
Samples: Loan Agreement (Cutter & Buck Inc)
LIBOR Rate Option. The If no Event of Default, or event which, with notice or lapse of time or both, could become an Event of Default, has occurred and is continuing under any Loan Document, Borrower may from time to time elect, by a LIBOR Rate Notice, to pay interest on the LIBOR Rate Advance described in said LIBOR Rate Notice at a LIBOR Rate during the LIBOR Rate Period specified in said LIBOR Rate Notice. Agent shall notify Borrower of the LIBOR Rate applicable to any LIBOR Rate Period promptly after the same is determined by Agent, which determination, in the absence of manifest error, shall be final, conclusive and binding on Borrower. From and after the end of each LIBOR Rate Period, if Borrower does not timely select another interest rate option at least two New York Banking Days before the end of the LIBOR Rate Period for a LIBOR Rate Advance, Agent may at any time after the end of the LIBOR Rate Period convert the LIBOR Rate Advance to a Monthly Reset LIBOR Rate Advance accruing interest at the Monthly Reset LIBOR Rate, but until such conversion, such LIBOR Rate Advance shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR Rate Advance prior to the end of the LIBOR Rate Period, unless and until Borrower has again properly elected, by a LIBOR Rate Notice, to pay interest thereon at a LIBOR Rate pursuant to this Agreement. Notwithstanding the foregoing, no more than three (3) LIBOR Rate Advances may be outstanding at any time. Subject to the terms and conditions set forth in Section 1.5 and Section 1.10, LIBOR Rate Advances may be repaid or prepaid on any day; provided, however, Borrower shall have the option also pay to electAgent, from time to time, that interest on a portion demand, any sums necessary to compensate Agent and Lenders for all costs, expenses, claims, penalties and liabilities incurred by Agent and Lenders by virtue of the outstanding principal amount under repayment or prepayment of funds, or Agent's and Lenders' inability to repay or prepay funds, borrowed by Agent in the Line of Credit be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal London interbank market to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal advance to the principal amount of the LIBOR Rate Loan and having a comparable maturity as determined at Borrower or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of make a LIBOR Rate available to Borrower including, without limitation, the Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the LIBOR Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan;
(iv) on the last day of any LIBOR Rate Interest Period for a LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
(v) a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) LIBOR Rate Loans be outstandingDifferential.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust, Inc.)
LIBOR Rate Option. The Borrower shall have the option to elect, from time to time, that interest on a portion of the outstanding principal amount under the Line of Credit be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal to the principal amount of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued So long as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;, the Borrower shall have the option to have the unpaid principal balance of the Loans bear interest at the LIBOR Based Rate ("LIBOR Rate Option"), provided that LIBOR Based Rate Loans shall be in a minimum amount of Five Hundred Thousand Dollars ($500,000.00). In no event, however, may the Borrower have more than ten (10) LIBOR Rate Loans outstanding at any one time.
(iiiii) LIBOR Based Rate Loans shall be selected for a period of either one month, two months, three months or six months duration, as the Borrower may elect, during which the LIBOR Based Rate is applicable (the "LIBOR Interest Period"); provided, however, that (a) if the LIBOR Interest Period would otherwise end on a day which shall not be a Good Business Day, such LIBOR Interest Period shall be extended to the next succeeding Good Business Day, unless such Good Business Day falls in another calendar month, in which case such LIBOR Interest Period shall end on the next preceding Good Business Day subject to clause (c) below; (b) interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires; and (c) with respect to any LIBOR Interest Period which begins on the last Good Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last Good Business Day of a calendar month. No LIBOR Interest Period for any Revolving Credit Loan may end after the Revolving Credit Maturity Date. No LIBOR Interest Period for any Term Loan may end after the Term Loan Maturity Date. Subject to all of the terms and conditions contained herein applicable to a request that a new Advance be a LIBOR Based Rate Loan, the Borrower may extend a LIBOR Based Rate Loan as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Loan or, subject to clause (i) above, may convert a portion of the Loans subject to the Prime Based Rate Option to a LIBOR Based Rate Loan. If the Borrower fails to notify the Agent of the LIBOR Interest Period for a subsequent LIBOR Based Rate Loan that cannot be converted into or continued as a at least three Good Business Days prior to the last day of the then current LIBOR Interest Period of an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan by reason of shall become a provision of this Agreement or otherwise, automatically shall be converted loan subject to the Prime Based Rate Option at the end of the current LIBOR Interest Period for such outstanding LIBOR Based Rate Loan and shall accrue interest in accordance with Section 2.3(a) above.
(iii) The LIBOR Rate may be automatically adjusted by the Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes after the date hereof in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period Period, including but not limited to changes after the date hereof in effect tax laws (except changes of general applicability in corporate income tax laws as they affect financial institutions) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding any such changes that have resulted in a payment pursuant to Section 2.8 hereof, that increase the cost to the Lenders of funding LIBOR Based Rate Loans. The Agent shall promptly give the Borrower and each Lender notice of such a determination and adjustment, which determination shall be conclusive as to the correctness of the fact and the amount of such adjustment, absent manifest error. The Borrower may, by written notice to the Agent, (A) request the Agent to furnish to the Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment; and/or (B) prepay the LIBOR Based Rate Loan with respect to a Prime Rate Loan;which such adjustment is made, subject to the requirements of Section 2.5(c) and Section 2.8 below.
(iv) In the event that the Borrower shall have requested the LIBOR Rate Option in accordance with Section 2.3(b) and Agent shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period specified are unavailable, impractical or unlawful, or that the rate based on the last day of any LIBOR Rate will not adequately and fairly reflect the cost of funds of the LIBOR Based Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by the Borrower during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for a ascertaining the rate based on the LIBOR Rate Loanapplicable to the specified LIBOR Interest Period, if the Borrower has failed to Agent shall promptly give notice of conversion or continuation as described in this section, such determination to the Borrower that the rate based on the LIBOR Rate Loan is not available. A determination by the Agent hereunder shall automatically be converted prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (A) the right of the Borrower to select, convert to, or maintain a Prime LIBOR Based Rate Loan on hereunder shall be suspended until the last day of Agent shall have notified the Borrower that such then expiring conditions shall have ceased to exist (which notice the Agent shall give promptly after such cessation), and (B) the Loans subject to the requested LIBOR Rate Interest Period;Option shall accrue interest in accordance with Section 2.3(a) above.
(v) In the event that, as a result of any changes in applicable law or regulation or the interpretation thereof after the date hereof, it becomes unlawful for a Lender to make or to continue to fund or maintain LIBOR Based Rate Loans or to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan, then such Lender shall immediately notify the Agent who shall immediately notify the other Lenders and the Borrower thereof and such Lender's obligations to make, convert to, or maintain a LIBOR Based Rate Loan must shall be at least $500,000 or a whole multiple suspended until such time as such Lender may again cause the LIBOR Based Rate to be applicable to its share of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) any LIBOR Based Rate Loans be outstandingand such Lender's share of the Loans subject to the LIBOR Based Rate shall accrue interest in accordance with Section 2.3(a) above. Promptly after becoming aware that it is no longer unlawful for such Lender to maintain such Eurodollar liabilities, such Lender shall notify the Agent who will notify the Borrower and the other Lenders thereof and such suspension shall cease to exist.
Appears in 1 contract
LIBOR Rate Option. The Borrower (i) So long as no Event of Default is outstanding, Borrowers shall have the option to elect, from time to time, that interest on a portion have the unpaid principal balance of the outstanding principal amount Loans under the Line of Revolving Credit be calculated on the basis of bear interest at the LIBOR rate Based Rate (the "LIBOR Rate Option"). Each , provided that LIBOR Rate Loan Loans shall bear interest at a rate be in minimum increments of interest per annum $500,000 and there shall be no more than three (computed on the basis of a year of 360 days and the actual number of days elapsed3) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal to the principal amount Loans outstanding at any one time.
(ii) LIBOR Based Rate Loans shall be selected for a period of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. either one (London time1) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Optionmonth, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) months, three (3) months or six (6) months duration, as the Borrowers may elect, during which the LIBOR Based Rate is applicable ("LIBOR Interest Period"); provided, however, that (a) if the LIBOR Interest Period would otherwise end on a day which shall not be a Good Business Days prior Day, such LIBOR Interest Period shall be extended to the date next succeeding Good Business Day, unless such Good Business Day falls in another calendar month, in which case such LIBOR Interest Period shall end on the next preceding Good Business Day subject to clause (c) below; (b) interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires; and (c) with respect to any LIBOR Interest Period which begins on the last Good Business Day of a desired calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last Good Business Day of a calendar month. Interest on a LIBOR Based Rate Loan or any renewal or conversion shall be due and payable on the last day of each LIBOR Interest Period (and also at the end of three (3) months with respect to a LIBOR Rate Interest Period, Period of longer than three (3) months). No LIBOR Interest Period may end after the Maturity Date. Subject to all of the terms and conditions applicable to a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) request that a new cash Advance be a LIBOR Based Rate Loan, Borrowers may extend a LIBOR Based Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than of the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as to a new LIBOR Based Rate Loan and no Prime or may convert all or a portion of the Loans subject to the Base Rate Loan may be converted Option to a LIBOR Based Rate Loan. If Borrowers fail to notify the Lender of the LIBOR Interest Period for a subsequent LIBOR Based Rate Loan when any Event at least three (3) Good Business Days prior to the last day of Default has occurred and is continuing;
(iii) any portion the then current LIBOR Interest Period of a an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan that cannot be converted into or continued as shall become a LIBOR loan subject to the Base Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted Option at the end of the current LIBOR Interest Period for such outstanding LIBOR Based Rate Loan and shall accrue interest in accordance with Section 2.4(a) above.
(iii) The LIBOR Rate may be automatically adjusted by Lender on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period Period, including but not limited to changes in effect tax laws (except changes of general applicability in corporate income tax laws as they affect financial institutions) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding any such changes that have resulted in a payment pursuant to Section 2.10 hereof, that increase the cost to Lender of funding the LIBOR Based Rate Loan. Lender shall promptly give Borrowers notice of such a determination and adjustment, which determination shall be conclusive as to the correctness of the fact and the amount of such adjustment, absent manifest error. Borrowers may, by written notice to Lender, (A) request Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Based Rate and the method for determining the amount of such adjustment; and/or (B) prepay the LIBOR Based Rate Loan with respect to a Prime Rate Loan;which such adjustment is made, subject to the requirements of Section 2.9 below.
(iv) In the event that Borrowers shall have requested the LIBOR Rate Option in accordance with Section 2.4(b) and Lender shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period specified are unavailable, impractical or unlawful, or that the rate based on the last day of any LIBOR Rate will not adequately and fairly reflect the cost of funds of the LIBOR Based Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for a ascertaining the rate based on the LIBOR Rate Loanapplicable to the specified LIBOR Interest Period, if the Borrower has failed to Lender shall promptly give notice of conversion or continuation as described in this section, such determination to Borrowers that the rate based on the LIBOR Rate Loan is not available. A determination by Lender hereunder shall automatically be converted prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (A) the right of Borrowers to select, convert to, or maintain a Prime LIBOR Based Rate Loan at the rate based on the last day of such then expiring LIBOR Rate Interest Period;shall be suspended until Lender shall have notified Borrowers that such conditions shall have ceased to exist, and (B) the Loans subject to the requested LIBOR Rate Option shall accrue interest in accordance with Section 2.4(a) above.
(v) In the event that, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for Lender to make or to continue to fund or maintain LIBOR Based Rate Loans or to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the LIBOR Based Rate, then Lender shall immediately notify Borrowers thereof and Lender's obligations to make, convert to, or maintain a LIBOR Based Rate Loan must at the LIBOR Based Rate shall be at least $500,000 or a whole multiple suspended until such time as such Lender may again cause the LIBOR Based Rate to be applicable to its share of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) any LIBOR Based Rate Loans be outstandingand the Loans subject to the LIBOR Based Rate shall accrue interest in accordance with Section 2.4(a) above. Promptly after becoming aware that it is no longer unlawful for such Lender to maintain such Eurodollar liabilities, Lender shall notify Borrowers thereof and such suspension shall cease to exist.
Appears in 1 contract
Samples: Loan and Security Agreement (Telespectrum Worldwide Inc)
LIBOR Rate Option. The Borrower shall have the option to elect, from time to time, that interest on a portion of the outstanding principal amount under the Line of Credit be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal to the principal amount of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued So long as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;, the Borrower shall have the option to have the unpaid principal balance of the Loans bear interest at the LIBOR Based Rate ("LIBOR Rate Option"), provided that LIBOR Based Rate Loans shall be in a minimum amount of Five Hundred Thousand Dollars ($500,000.00). In no event, however, may the Borrower have more than ten (10) LIBOR Rate Loans outstanding at any one time.
(iiiii) LIBOR Based Rate Loans shall be selected for a period of either one month, two months, three months or six months duration, as the Borrower may elect, during which the LIBOR Based Rate is applicable (the "LIBOR Interest Period"); provided, however, that (a) if the LIBOR Interest Period would otherwise end on a day which shall not be a Good Business Day, such LIBOR Interest Period shall be extended to the next succeeding Good Business Day, unless such Good Business Day falls in another calendar month, in which case such LIBOR Interest Period shall end on the next preceding Good Business Day subject to clause (c) below; (b) interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires; and (c) with respect to any LIBOR Interest Period which begins on the last Good Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last Good Business Day of a calendar month. No LIBOR Interest Period for any Revolving Credit Loan may end after the Revolving Credit Maturity Date. Subject to all of the terms and conditions contained herein applicable to a request that a new Advance be a LIBOR Based Rate Loan, the Borrower may extend a LIBOR Based Rate Loan as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Loan or, subject to clause (i) above, may convert a portion of the Loans subject to the Prime Based Rate Option to a LIBOR Based Rate Loan. If the Borrower fails to notify the Agent of the LIBOR Interest Period for a subsequent LIBOR Based Rate Loan that cannot be converted into or continued as a at least three Good Business Days prior to the last day of the then current LIBOR Interest Period of an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan by reason of shall become a provision of this Agreement or otherwise, automatically shall be converted loan subject to the Prime Based Rate Option at the end of the current LIBOR Interest Period for such outstanding LIBOR Based Rate Loan and shall accrue interest in accordance with Section 2.3(a) above.
(iii) The LIBOR Rate may be automatically adjusted by the Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes after the date hereof in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period Period, including but not limited to changes after the date hereof in effect tax laws (except changes of general applicability in corporate income tax laws as they affect financial institutions) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding any such changes that have resulted in a payment pursuant to Section 2.8 hereof, that increase the cost to the Lenders of funding LIBOR Based Rate Loans. The Agent shall promptly give the Borrower and each Lender notice of such a determination and adjustment, which determination shall be conclusive as to the correctness of the fact and the amount of such adjustment, absent manifest error. The Borrower may, by written notice to the Agent, (A) request the Agent to furnish to the Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment; and/or (B) prepay the LIBOR Based Rate Loan with respect to a Prime Rate Loan;which such adjustment is made, subject to the requirements of Section 2.5(c) and Section 2.8 below.
(iv) In the event that the Borrower shall have requested the LIBOR Rate Option in accordance with Section 2.3(b) and Agent shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period specified are unavailable, impractical or unlawful, or that the rate based on the last day of any LIBOR Rate will not adequately and fairly reflect the cost of funds of the LIBOR Based Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by the Borrower during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for a ascertaining the rate based on the LIBOR Rate Loanapplicable to the specified LIBOR Interest Period, if the Borrower has failed to Agent shall promptly give notice of conversion or continuation as described in this section, such determination to the Borrower that the rate based on the LIBOR Rate Loan is not available. A determination by the Agent hereunder shall automatically be converted prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (A) the right of the Borrower to select, convert to, or maintain a Prime LIBOR Based Rate Loan on hereunder shall be suspended until the last day of Agent shall have notified the Borrower that such then expiring conditions shall have ceased to exist (which notice the Agent shall give promptly after such cessation), and (B) the Loans subject to the requested LIBOR Rate Interest Period;Option shall accrue interest in accordance with Section 2.3(a) above.
(v) In the event that, as a result of any changes in applicable law or regulation or the interpretation thereof after the date hereof, it becomes unlawful for a Lender to make or to continue to fund or maintain LIBOR Based Rate Loans or to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan, then such Lender shall immediately notify the Agent who shall immediately notify the other Lenders and the Borrower thereof and such Lender’s obligations to make, convert to, or maintain a LIBOR Based Rate Loan must shall be at least $500,000 or a whole multiple suspended until such time as such Lender may again cause the LIBOR Based Rate to be applicable to its share of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) any LIBOR Based Rate Loans be outstandingand such Lender’s share of the Loans subject to the LIBOR Based Rate shall accrue interest in accordance with Section 2.3(a) above. Promptly after becoming aware that it is no longer unlawful for such Lender to maintain such Eurodollar liabilities, such Lender shall notify the Agent who will notify the Borrower and the other Lenders thereof and such suspension shall cease to exist.
Appears in 1 contract
LIBOR Rate Option. The Borrower Provided that no Event of Default ----------------- shall have occurred and is continuing, Borrowers may request, in accordance with the option to elect, procedures provided herein or established by Bank from time to time, that cash advances outstanding under the WC Line, or to be advanced under the WC Line, accrue interest on at the LIBOR Based Rate; provided, however, that Borrowers shall at all times maintain a minimum of $100,000.00 of the outstanding balance of the WC Line accruing at the Prime Rate (the "Minimum Prime Rate Balance"). The Minimum Prime Rate Balance can be waived by Bank at any time, in Bank's sole discretion. To evidence such request, Borrowers shall deliver to Bank a LIBOR Rate Notification. Upon delivery by Borrowers to Bank of a LIBOR Rate Notification, that portion of the principal balance outstanding principal amount under the WC Line of Credit be calculated on the basis of identified in such LIBOR Rate Notification shall accrue interest at the LIBOR rate Based Rate as follows: (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsedi) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal with respect to the principal amount of any new cash advance under the WC Line, from the date of such advance until the end of the Rate Period specified in such LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. Notification; and/or (London timeii) two Business Days prior with respect to the commencement principal amount of any portion of the WC Line outstanding and accruing interest at another LIBOR Rate at the time of the LIBOR Rate Interest Period. In order Notification related to exercise such principal amount, from the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day expiration of the LIBOR then current Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted related to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at such principal amount until the end of the LIBOR Rate Interest Period specified in effect for such LIBOR Rate Loan Notification; and/or (iii) with respect to a all or any portion of the principal amount of the WC Line outstanding and accruing interest at the Prime Based Rate Loan;
(iv) on at the last day time of any LIBOR Rate Interest Period for a LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on Notification, from the last day of date set forth in such then expiring LIBOR Rate Interest Period;
(v) a Notification until the end of the Rate Period specified in such LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) LIBOR Rate Loans be outstandingNotification.
Appears in 1 contract
Samples: Loan Modification Agreement (Total Containment Inc)
LIBOR Rate Option. The If no Event of Default, or event which, with notice or lapse of time or both, could become an Event of Default, has occurred and is continuing under any Loan Document, Borrower shall have the option to elect, may from time to timetime elect, that by a LIBOR Rate Notice, to pay interest on a portion of the outstanding principal amount under the Line of Credit be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Advance described in said LIBOR Rate Notice at a LIBOR Rate during the LIBOR Rate Period specified in an amount equal to the principal amount said LIBOR Rate Notice. Agent shall notify Borrower of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior applicable to the commencement of the any LIBOR Rate Interest PeriodPeriod promptly after the same is determined by Agent, which determination, in the absence of manifest error, shall be final, conclusive and binding on Borrower. In order to exercise From and after the end of each LIBOR Rate OptionPeriod, the if Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), does not timely select another interest rate option at least two (2) Business New York Banking Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at before the end of the LIBOR Rate Interest Period for a LIBOR Rate Advance, Agent may at any time after the end of the LIBOR Rate Period convert the LIBOR Rate Advance to a Monthly Reset LIBOR Rate Advance accruing interest at the Monthly Reset LIBOR Rate, but until such conversion, such LIBOR Rate Advance shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR Rate Loan Advance prior to a Prime Rate Loan;
(iv) on the last day end of any the LIBOR Rate Interest Period for Period, unless and until Borrower has again properly elected, by a LIBOR Rate LoanNotice, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
(v) pay interest thereon at a LIBOR Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at pursuant to this Agreement. Notwithstanding the foregoing, no time shall more than four (4) LIBOR Rate Loans Advances may be outstandingoutstanding at any time. Subject to the terms and conditions set forth in Section 1.5 and Section 1.10, LIBOR Rate Advances may be repaid or prepaid on any day; provided, however, Borrower shall also pay to Agent, from time to time, on demand, any sums necessary to compensate Agent and Lenders for all costs, expenses, claims, penalties and liabilities incurred by Agent and Lenders by virtue of the repayment or prepayment of funds, or Agent’s and Lenders’ inability to repay or prepay funds, borrowed by Agent in the London interbank market to advance to Borrower or to make a LIBOR Rate available to Borrower including, without limitation, the Interest Differential.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
LIBOR Rate Option. (i) The Borrower shall have unpaid principal balance of any Term Loan, unless subject to the option to electTerm Base Rate Option or the Fixed Rate Option may, from time to timeat Borrower's option, that bear interest on at the Term LIBOR Rate ("Term LIBOR Option") and the unpaid principal balance of all or a portion of the outstanding principal amount under the Line of Revolving Credit be calculated on the basis of Loans may, at Borrower's option, bear interest at the LIBOR rate Based Rate (the "LIBOR Rate Option") provided that in no event may (i) a LIBOR Based Rate Loan be less than $1,000,000 nor (ii) each Lender's Pro Rata Share of such LIBOR Based Rate Loan be less than $500,000.
(ii) LIBOR Based Rate Loans shall be selected for a period of either one (1), two (2) or three (3) months' duration, as Borrowers may elect, during which the LIBOR Based Rate is applicable ("LIBOR Interest Period"); provided, however, that (a) if the LIBOR Interest Period would otherwise end on a day which shall not be a Good Business Day, such LIBOR Interest Period shall be extended to the next succeeding Good Business Day, unless such Good Business Day falls in another calendar month, in which case such LIBOR Interest Period shall end on the next preceding Good Business Day subject to clause (c) below; (b) interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires; and (c) with respect to any LIBOR Interest Period which begins on the last Good Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last Good Business Day of a calendar month. Each All accrued and unpaid interest on a LIBOR Based Rate Loan must be repaid in full on the day the applicable LIBOR Interest Period expires. No LIBOR Interest Period with respect to Revolving Credit Loans may end after the Credit Facility Maturity Date. Subject to all of the terms and conditions applicable to a request that a new Advance be a LIBOR Based Rate Loan, Borrowers may extend LIBOR Based Rate Loans as of the last day of the applicable LIBOR Interest Period to a new LIBOR Based Rate Loan or may convert all or a portion of the Revolving Credit Loans or Term Loans subject to the Base Rate Option or Term Base Rate Option, as applicable, to a LIBOR Based Rate Loan. If the respective Borrower fails to notify the Agent of its desire to extend a LIBOR Based Rate Loan at least three Good Business Days prior to the last day of the then current LIBOR Interest Period of an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan shall bear become a Revolving Credit Loan subject to the Base Rate Option or a Term Loan subject to the Term Base Rate Option, respectively, at the end of the current LIBOR Interest Period for such outstanding LIBOR Based Rate Loan and shall accrue interest at in accordance with Section 2.4(a) above until such Loan or a rate portion thereof, is converted to another LIBOR Based Rate Loan.
(iii) The LIBOR Rate may be automatically adjusted by Agent on a prospective basis to take into account the additional or increased cost of interest per annum maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period, including but not limited to changes in tax laws and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (computed on or any successor), excluding any such changes that have resulted in a payment pursuant to Section 2.10 hereof, that increase the cost to Lenders of funding the LIBOR Based Rate Loan. Agent shall promptly give the respective Borrower and each Lender notice of such a determination and adjustment, which determination shall be conclusive, absent manifest error, as to the correctness of the fact and the amount of such adjustment. Agent shall furnish to such Borrower a statement setting forth the basis of a year of 360 days for adjusting such LIBOR Based Rate and the actual number method for determining the amount of days elapsedsuch adjustment. In such event Borrower may prepay the LIBOR Based Rate Loan with respect to which such adjustment is made, subject to the requirements of Section 2.9 below.
(iv) In the event that a Borrower shall have requested the LIBOR Rate Option in accordance with Section 2.4(b) and Agent shall have reasonably determined that Eurodollar deposits equal to the sum amount of (A) the principal of the requested LIBOR rate plus (B) 250 basis points (2.50%) per annum, Based Rate Loan and for the LIBOR Rate Interest Period in an amount equal specified are unavailable, impractical or unlawful, or that the rate based on the LIBOR Rate will not adequately and fairly reflect the cost of the LIBOR Based Rate applicable to the specified LIBOR Interest Period of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by such Borrower during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to reasonable means do not exist for ascertaining the commencement of rate based on the LIBOR Rate applicable to the specified LIBOR Interest Period. In order , Agent shall promptly give notice of such determination to exercise the Borrowers that the rate based on the LIBOR Rate Optionis not available. A determination by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) the right of Borrowers to select, convert to, or maintain a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Based Rate Loan at a time other than the last day of rate based on the LIBOR Rate Interest Period applicable thereto;
shall be suspended until Agent shall have notified the Borrowers that such conditions shall have ceased to exist, and (ii) no the Loans subject to the requested LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iiiOption shall accrue interest in accordance with Section 2.4(a) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the LIBOR Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan;
(iv) on the last day of any LIBOR Rate Interest Period for a LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;above.
(v) In the event that, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for a Lender to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the LIBOR Based Rate, and then such Lender shall immediately notify Agent who shall immediately notify the other Lenders and Borrowers thereof, and such Lender's obligation to make, convert to, or maintain a LIBOR Based Rate Loan must at the LIBOR Based Rate shall, without penalty to Borrowers, be at least $500,000 or a whole multiple suspended until such time as such Lender may again cause the LIBOR Base Rate to be applicable to its share of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) any LIBOR Based Rate Loans be outstandingand such Lender's share of the Loans subject to the LIBOR Based Rate shall accrue interest in accordance with Section 2.4(a) above. Promptly after becoming aware that it is no longer unlawful for such Lender to maintain such Eurodollar liabilities, such Lender shall notify Agent who will notify Borrowers thereof and such suspension shall cease to exist. In the event it becomes unlawful for a Lender to maintain Eurodollar liabilities, Borrowers may seek to have such Lender replaced with a lender for whom maintenance of Eurodollar liabilities is not unlawful so long as such replacement lender is satisfactory to Agent and the SuperMajority Lenders (without giving effect to the potentially replaced Lender), in their sole and absolute discretion.
Appears in 1 contract
LIBOR Rate Option. The Borrower (A) So long as no Default or Event of Default has occurred and is continuing, Borrowers may choose to have all or a portion of Term Loan D accrue interest at the Term Loan D LIBOR Rate by giving Lender at least two (2) Business Days' prior written notice. Such notice shall have specify the option LIBOR Interest Period and the portion of Term Loan D (but in no event less than $500,000), to elect, from time to bear interest at the Term Loan D LIBOR Rate. At no time, however, may any LIBOR Rate Loan applicable to Term Loan D include any principal installments on Term Loan D required to be made during the chosen LIBOR Interest Period.
(B) Borrowers shall elect a LIBOR Interest Period during which the Term Loan D LIBOR Rate is applicable; provided, however, that if the LIBOR Interest Period would otherwise end on a day which shall not be a London Business Day, such LIBOR Interest Period shall be extended to the next preceding or succeeding London Business Day as is Lender's custom in the market in which such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on a portion LIBOR Based Rate Loan must be repaid in full on the last day the applicable LIBOR Interest Period. Interest shall also be due and payable for a six month LIBOR Interest Period on the day that would have been the last day of a three month LIBOR Interest Period. No LIBOR Interest Period may end after December 31, 2002. Subject to all of the outstanding principal amount under terms and conditions applicable to a request for a LIBOR Based Rate Loan, Borrowers may convert an existing LIBOR Based Rate Loan as of the Line of Credit be calculated on the basis last day of the LIBOR rate (the "Interest Period to a new LIBOR Rate Option"). Each LIBOR Based Rate Loan shall bear provided all interest at a rate of interest per annum (computed on accrued under the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the expiring LIBOR rate plus (B) 250 basis points (2.50%) per annum, for the LIBOR Rate Interest Period in an amount equal has been paid. If Borrowers fail to the principal amount notify Lender of the LIBOR Interest Period for a subsequent LIBOR Based Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the then current LIBOR Rate Interest Period applicable thereto;
(ii) no of an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan may be continued as shall become a new LIBOR Base Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the current LIBOR Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan;
(iv) on the last day of any LIBOR Rate Interest Period for a such outstanding LIBOR Based Rate Loan and shall accrue interest at the Term Loan D Base Rate in accordance with Section 2.16(d)(i) above.
(C) The Adjusted LIBOR Rate may be automatically adjusted by Lender on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period, including but not limited to changes in tax laws (except changes of general applicability in corporate or other income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage which has resulted in a payment pursuant to Section 2.17 below, that increase the cost to Lender of funding the LIBOR Based Rate Loan. Lender shall promptly give Borrowers notice of such a determination and adjustment, if which determination shall be, except for error, and absent written notice from Borrowers to Lender within ten (10 ) days from submission, final, conclusive and binding for all purposes; provided that Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the Borrower has failed date of such notice.
(D) If Borrowers have requested the rate based on the Adjusted LIBOR Rate in accordance with Section 2.16(d)(ii) and Lender shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period specified are unavailable, or that the rate based on the Adjusted LIBOR Rate will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Lender shall promptly give notice of conversion or continuation as described in this section, such determination to Borrowers that the rate based on the Adjusted LIBOR Rate Loan is not available. A determination by Lender hereunder shall automatically be converted prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (A) the obligation to establish, convert to, or maintain a Prime LIBOR Based Rate Loan at the rate based on the last day of such then expiring Adjusted LIBOR Rate Interest Period;shall be suspended until Lender shall have notified Borrowers that such conditions shall have ceased to exist (which notification shall be given promptly by Lender after such cessation), and (B) the portion of Term Loan D subject to the requested conversion shall continue to accrue interest at the Term Loan Base D Rate in accordance with Section 2.16(d)(i) above.
(vE) If, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for Lender to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the rate based on the Adjusted LIBOR Rate, then Lender shall immediately Borrowers thereof and Lender's obligations hereunder to convert to, or maintain a LIBOR Based Rate Loan must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) the rate based on the Adjusted LIBOR Rate Loans shall be outstandingsuspended until such time as Lender may again cause the rate based on the Adjusted LIBOR Rate to be applicable. Immediately upon such occurrence, the portion of Term Loan D that was subject to the Term Loan D LIBOR Rate, shall thereupon accrue interest at the Term Loan D Base Rate in accordance with Section 2.16(d)(i) above. Promptly after becoming aware that it is no longer unlawful for Lender to maintain such Eurodollar liabilities, Lender shall notify Borrowers thereof and such suspension shall cease to exist.
Appears in 1 contract
Samples: Loan and Security Agreement (Opinion Research Corp)
LIBOR Rate Option. The Borrower shall have the option to elect, from time to time, that interest on a portion portions of the outstanding principal amount amounts under the Line of Credit and the entire principal balance of the Mortgage Loan be calculated on the basis of the LIBOR rate (the "LIBOR Rate Option"). Each LIBOR Rate Loan shall bear interest at a rate of interest per annum (computed on the basis of a year of 360 days and the actual number of days elapsed) equal to the sum of (A) the LIBOR rate plus (B) (i) 250 basis points (2.50%) per annumannum in the case of the Line of Credit and (ii) 225 basis points (2.25%) per annum in the case of the Mortgage Loan, for the applicable LIBOR Rate Interest Period in an amount equal to the principal amount of the LIBOR Rate Loan and having a comparable maturity as determined at or about 11:00 a.m. (London time) two Business Days prior to the commencement of the LIBOR Rate Interest Period. In order to exercise the LIBOR Rate Option, the Borrower shall supply to the Bank, by 10:00 a.m. (Eastern time), at least two (2) Business Days prior to the date of a desired LIBOR Rate Loan or any renewal or conversion of a LIBOR Rate Interest Period, a completed and signed Notice of Conversion / Continuation substantially in the form of Exhibit B attached hereto, subject in each case to the following:
(i) a LIBOR Rate Loan may not be converted into a Prime Rate Loan or continued as a new LIBOR Rate Loan at a time other than the last day of the LIBOR Rate Interest Period applicable thereto;
(ii) no LIBOR Rate Loan may be continued as a new LIBOR Rate Loan and no Prime Rate Loan may be converted to a LIBOR Rate Loan when any Event of Default has occurred and is continuing;
(iii) any portion of a LIBOR Rate Loan that cannot be converted into or continued as a LIBOR Rate Loan by reason of a provision of this Agreement or otherwise, automatically shall be converted at the end of the LIBOR Rate Interest Period in effect for such LIBOR Rate Loan to a Prime Rate Loan;
(iv) on the last day of any LIBOR Rate Interest Period for a LIBOR Rate Loan, if the Borrower has failed to give notice of conversion or continuation as described in this section, such LIBOR Rate Loan shall automatically be converted to a Prime Rate Loan on the last day of such then expiring LIBOR Rate Interest Period;
(v) a LIBOR Rate Loan with respect to the Line of Credit must be at least $500,000 or a whole multiple of $10,000 in excess thereof; and
(vi) at no time shall more than four (4) LIBOR Rate Loans be outstandingoutstanding with respect to the Line of Credit.
Appears in 1 contract
