Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall initially be of the Type specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of each such Group of Loans (subject to subsection 2.16(d) of this Section and the provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION") to the Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a) above; (iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agent.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)XII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar LIBOR Loans as of any Euro-Dollar LIBOR Business Day; and;
(ii) if such Loans are Euro-Dollar LIBOR Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar LIBOR Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar LIBOR Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Administrative Agent no later than 11:00 a.m. (Cleveland, Ohio time) at least one (1) Domestic Business Day before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least One Million Dollars ($10,000,000 1,000,000), (unless such portion is iii) there shall be no more than five (5) Borrowings in the aggregate, comprised of Base Rate Loans). If not more than four (4) LIBOR Borrowings, outstanding at any time under this Agreement, (iv) no such notice Loan may be continued as, or converted into, a LIBOR Loan when any Event of Default has occurred and is timely received before the end of an continuing, and (v) no Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) aboveabove and shall be a Domestic Business Day;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar LIBOR Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar LIBOR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar LIBOR Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to convert or continue such Loans as Euro-Dollar Loans for an a different or additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an Interest Period applicable to such LoansEuro-Dollar Business Day. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the The Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Fixed Rate Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to subsection 2.16(dSection 2.07(d) of this and Section and the provisions of Article 8)2.19), as follows:
(i) if such Loans are Base Rate Tranche A Loans, the Borrower may elect to convert such Loans to Euro-Dollar EurodollarTerm Benchmark Tranche A Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar Base Rate Tranche B Loans, the Borrower may elect to convert such Loans to EurodollarTerm Benchmark Tranche B Loans as of any Business Day;
(iii) if such Loans are EurodollarTerm Benchmark Tranche A Loans, the Borrower may elect to convert such Loans to Base Rate Tranche A Loans as of any Business Day or elect to continue such Loans as Euro-Dollar EurodollarTerm Benchmark Tranche A Loans for an additional Interest Period, subject to Section 2.13 2.21 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans; and
(iv) if such Loans are EurodollarTerm Benchmark Tranche B Loans, the Borrower may elect to convert such Loans to Base Rate Tranche B Loans as of any Business Day or to continue such Loans as EurodollarTerm Benchmark Tranche B Loans for an additional Interest Period, subject to Section 2.21 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City timePrevailing Eastern Time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar EurodollarTerm Benchmark Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice appliesapplies and whether such Group of Loans (or portion thereof) are Tranche A Loans or Tranche B Loans;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a) aboveSection 2.07(a);
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar EurodollarTerm Benchmark Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Group of Loans are to be continued as Euro-Dollar EurodollarTerm Benchmark Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) aboveSection 2.07(a), the Administrative Agent shall notify each Bank applicable Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar EurodollarTerm Benchmark Loans if (i) the aggregate principal amount of any Group of Euro-Dollar EurodollarTerm Benchmark Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (iii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent.
(e) If any Loan is converted to a different type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.
(f) A conversion or continuation pursuant to this Section 2.07 is not a Borrowing.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed the Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar SOFR Loans as of any Euro-Dollar U.S. Government Securities Business Day; and
(ii) if such Loans are Euro-Dollar SOFR Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar SOFR Loans for an additional Interest Period, subject to Section 2.13 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City Eastern time) on the third Euro-Dollar U.S. Government Securities Business Day before the conversion or continuation selected in such notice is to be effectiveeffective (or one Domestic Business Day if the conversion is from a SOFR Loan to a Base Rate Loan). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a2.09(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar SOFR Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar SOFR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period”.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a2.09(a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period.
(d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election Borrowing subject to the Agentprovisions of Section 3.01.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Duke Energy Florida, Llc.)
Method of Electing Interest Rates. (a) The Loans included in each Committed the Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; Day and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if 2.10 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice giving irrevocable telephonic notice, confirmed immediately in writing (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each $5,000,000 or any larger multiple of $1,000,000. In no event shall the total number of Groups of Loans at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loansone time outstanding exceed ten, the Borrower shall be deemed to have elected that such and each Group of Loans be converted shall at all times consist of Tranche A Loans, Tranche B Loans and Tranche C Loans of the Banks ratably in proportion to Base Rate Loans at the end of such Interest Periodtheir respective Tranche A Commitments, Tranche B Commitments and Tranche C Commitments.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or or, subject to the last sentence of Section 2.02(a), portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest PeriodPeriod set forth in Section 1.01.
(c) Promptly after receiving If, upon the expiration of any Interest Period applicable to any Eurodollar Loan, the Borrower has not given a timely Notice of Interest Rate Election with respect to such Loan, the Administrative Agent shall be deemed to have received a Notice of Interest Rate Election from the Borrower with respect to such Loan requesting that such Loan be converted into a Base Rate Loan on the last day of the Interest Period applicable to such Loan.
(d) Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above or a deemed receipt of a Notice of Interest Rate Election pursuant to subsection (c) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(de) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Agentprovisions of Section 3.02.
Appears in 1 contract
Samples: Term Credit Agreement (American Mobile Satellite Corp)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Base Rate Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
, or (ii) if such Loans are Euro-Dollar Loans, the Borrower Bor rower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Euro-Dollar Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar at least three Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each $25,000,000 or any larger multiple of $5,000,000 and (iii) at least $10,000,000 no time shall there be more than five (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an 5) Interest Period Periods in effect for any Group of all Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
: (i) the Group of Loans (or portion thereof) to which such notice applies;
; (ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
; (iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election with respect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Agent, at the request of the Required Tranche A Lenders (in the case of the Tranche A Loans) or the Required Tranche B Lenders (in the case of the Tranche B Loans), so notifies the Borrower, then, so long as such Event of Default is continuing (i) no outstanding Loans under the applicable tranche may be converted to or continued as a result of such election would be less than $10,000,000 or Euro-Dollar Borrowing and (ii) unless repaid, each Euro-Dollar Borrowing under the applicable tranche shall be converted to a Default shall have occurred and be continuing when Base Rate Borrowing at the Borrower delivers notice end of such election to the AgentInterest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the applicable Borrower in the applicable Notice of Committed Borrowing. Thereafter, the each Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII) made to such Borrower, as follows:
(i) if such Loans are Base Rate Loans, the applicable Borrower may elect to convert all or any portion of such Loans to Euro-Dollar TIBOR Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar TIBOR Loans, the applicable Borrower may elect to convert all or any portion of such Loans to Base Rate Loans or and/or elect to continue all or any portion of such Loans as Euro-Dollar TIBOR Loans for an additional Interest PeriodPeriod or additional Interest Periods, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or on such other date designated by the applicable Borrower in the Notice of Interest Rate Election provided such Borrower shall pay any losses pursuant to Section 2.15. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least four (New York City time4) on Business Days prior to, but excluding, the third Euro-Dollar Business Day before effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are JPY30,000,000 or any larger multiple of JPY1,000,000, (iii) there shall be no more than five (5) TIBOR Groups of Loans with respect to each Borrower outstanding at least $10,000,000 any time, (unless iv) no Committed Loan may be continued as, or converted into, a TIBOR Loan when any Guarantor Event of Default has occurred and is continuing or, with respect to such portion Borrower delivering such Notice of Interest Rate Election, a Borrower Event of Default has occurred and is comprised of Base Rate Loans). If continuing, and (v) no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar TIBOR Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar TIBOR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the any Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by such Borrower) and such notice shall not thereafter be revocable by such Borrower. If the Borrower.
(d) The applicable Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar TIBOR Loans, such Loans created or continued as shall be converted into Base Rate Loans, and such Borrower shall be deemed to have made a result Base Rate Borrowing in the amount of such election would Group of TIBOR Loans (for which such Borrower shall be less than $10,000,000 deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 and all other conditions to such Borrowing shall be deemed waived or (iisatisfied) a Default shall have occurred and be continuing when the Borrower delivers notice proceeds of such election Borrowing shall be deemed to have been used to repay such Group of TIBOR Loans on the Agentlast day of the then current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Term Benchmark Loans as of any Euro-Dollar Business Day; andor
(ii) if such Loans are Euro-Dollar Term Benchmark Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Term Benchmark Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted or continued as Base Rate Loans, in which case such notice shall be delivered to the Administrative Agent no later than 11:00 a.m. (New York City time) on the Business Day such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) there shall be no more than eight (8) Borrowings, comprised of Base Rate Loans). If Term Benchmark Loans outstanding at any time under this Agreement, (iv) no such notice Loan may be continued as, or converted into, a Term Benchmark Loan when any Event of Default has occurred and is timely received before the end of an continuing, and (v) no Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodTerm Loan Maturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Term Benchmark Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Term Benchmark Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and thereof. A Notice of Interest Rate Election may state that such notice shall not thereafter is conditioned upon the occurrence of one or more events specified therein, in which case such Notice of Interest Rate Election may be revocable revoked by the Borrower.
Borrower (dby written notice to the Administrative Agent on or prior to the specified date of such Notice of Interest Rate Election) The if such condition is not satisfied; provided that the Borrower shall not be entitled pay any amounts due under Section 2.13, if any, in connection with any such revocation If the Borrower fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Term Benchmark Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower or Qualified Borrower, as the case may be, in the applicable Notice of Committed Borrowing. Thereafter, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Euribor Loans as of any Euro-Dollar Euribor Business Day; and;
(ii) if such Loans are Euro-Dollar Euribor Loans, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) may elect to convert all or any portion of such Loans to Base Rate Loans or and/or elect to continue all or any portion of such Loans as Euro-Dollar Euribor Loans for an additional Interest PeriodPeriod or additional Interest Periods, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or on such other date designated by Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) in the Notice of Interest Rate Election provided Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any losses pursuant to Section 2.14. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on Euribor Business Days prior to, but excluding, the third Euro-Dollar Business Day before effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each €3,000,000 or any larger multiple of €1,000,000, (iii) there shall be no more than ten (10) Euribor Groups of Loans outstanding at least $10,000,000 any time, (unless such portion iv) no Loan may be continued as, or converted into, a Euribor Loan when any Event of Default has occurred and is comprised of continuing, provided, further, that if any Bank has previously advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loans). If no Loan and such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loanshas not been withdrawn, the applicable Borrower shall be deemed to have elected continued any Loan that such Group of Loans be converted to Base Rate Loans at is a Euribor Loan as a Euribor Loan and, unless the end of such applicable Borrower timely elects an Interest Period, shall be deemed to have elected an Interest Period of 7 days, and (v) no Interest Period shall extend beyond the Maturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Euribor Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Euribor Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower or Qualified Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower or Qualified Borrower) and such notice shall not thereafter be revocable by the Borrower or Qualified Borrower. If the Borrower or Qualified Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of Euribor Loans, then such Group of Euribor Loans shall bear interest at a rate equal to the rate for Euribor Loans having a one month Interest Period.
(d) The Notwithstanding anything to the contrary contained herein, if any Bank has previously advised the Administrative Agent and Borrower shall not be entitled that it is unable to elect to convert any Committed Loans tomake a Base Rate Loan and until such notice is withdrawn, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would Base Rate Loan option shall not be less than $10,000,000 or available to Borrower and Borrower shall only have the option to make Euribor Borrowings,and (ii) a Default shall have occurred and be continuing when with respect to any Borrowing made (or deemed made) during such period, the Borrower delivers notice shall be deemed to have elected the Euribor Borrowing option and, unless the Borrower makes a timely election otherwise, shall be deemed to have elected an Interest Period of 7 days, and (iii) if the Interest Period with respect to any Euribor Loans shall end during such period, Borrower shall be deemed to have elected to continue such Euribor Loans as Euribor Loans and, unless the Borrower makes a timely election otherwise, such Borrower shall be deemed to the Agenthave elected an Interest Period of 7 days.
Appears in 1 contract
Samples: Credit Agreement (Amb Property Lp)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to subsection Section 2.16(d) of this Section and the provisions of Article 8)8, as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection Section 2.16(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (aSection 2.16(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent.
(e) If any Committed Loan is converted to a different type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to subsection 2.16(dparagraph (d) of this Section below and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Eurodollar Loans as of any Euro-Dollar Eurodollar Business Day; , and
(ii) if such Loans are Euro-Dollar Eurodollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day or elect to continue such Loans as Euro-Dollar Eurodollar Loans for an additional Interest Period, subject to Section 2.13 2.11 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Agent not later than 10:30 11:00 A.M. (New York, New York City time) on the third Euro-Dollar Eurodollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $10,000,000 2,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Eurodollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(aparagraph (a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Eurodollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Eurodollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection paragraph (a) above, the Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Eurodollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Eurodollar Loans created or continued as a result of such election would be less than $10,000,000 2,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agent. During the Primary Syndication Period, the Borrower may not elect to convert any Base Rate Loans to Eurodollar Loans.
(e) If any Loan is converted to a different type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower or Qualified Borrower, as the case may be, in the applicable Notice of Committed Borrowing. Thereafter, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the Qualified Borrower) may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or any portion of such Loans to Euro-Dollar or TIBOR Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar or TIBOR Loans, the Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the Qualified Borrower) may elect to convert all or any portion of such Loans to Base Rate Loans or (but only if such Loans are Dollar denominated) and/or elect to continue all or any portion of such Loans as Euro-Dollar or TIBOR Loans for an additional Interest PeriodPeriod or additional Interest Periods, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or on such other date designated by Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) in the Notice of Interest Rate Election provided Borrower or the applicable Qualified Borrower (or the Borrower on behalf of the applicable Qualified Borrower) shall pay any losses pursuant to Section 2.14. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day before Days (no later than 11:00 am London time in the case of Euro-denominated Loans) prior to, but excluding, the effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least in the amount of $10,000,000 5,000,000 (unless such portion is comprised or, with respect to Loans denominated in an Alternate Currency only, the Dollar Equivalent Amount of Base Rate Loans). If $3,000,000) or any larger multiple of $1,000,000, (iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than five (5) Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group and TIBOR Groups of Loans outstanding at any time, (iv) no Loan may be continued as, or converted to Base Rate Loans at into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar or TIBOR Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar or TIBOR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower or Qualified Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower or Qualified Borrower) and such notice shall not thereafter be revocable by the Borrower or Qualified Borrower.
(d) The . If the Borrower shall not be entitled or Qualified Borrower fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans, such Loans created in Dollars shall be converted into Base Rate Loans and such Loans denominated in an Alternate Currency shall continue as Euro-Dollar or continued TIBOR Loans, as applicable, with a result of such election would be less than $10,000,000 or one (ii1) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentmonth Interest Period.
Appears in 1 contract
Samples: Credit Agreement (Amb Property Lp)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to subsection 2.16(dSection 2.05(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; Day and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 2.10 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agent.any
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower Borrowers in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Borrowers may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Alternate Base Rate Loans, the Borrower Borrowers may elect to convert such Loans to Euro-Dollar LIBOR Loans as of any Euro-Dollar LIBOR Business Day; andor
(ii) if such Loans are Euro-Dollar LIBOR Loans, the Borrower Borrowers may elect to convert such Loans to Alternate Base Rate Loans or elect to continue such Loans as Euro-Dollar LIBOR Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or on such other date designated by Borrowers in the Notice of Interest Rate Election, provided Borrowers shall pay any losses pursuant to Section 2.13. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar LIBOR Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each $500,000 or any larger multiple of $100,000, (iii) there shall be no more than six (6) Interest Periods applicable to the LIBOR Loans outstanding at least $10,000,000 any one time, (unless such portion iv) no Loan may be continued as, or converted into, a LIBOR Loan when any Event of Default has occurred and is comprised of Base Rate Loans). If continuing, and (v) no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group of Loans are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar LIBOR Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar LIBOR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower Borrowers pursuant to subsection (a) above, the Administrative Agent shall notify each Bank Lender the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrowers) and such notice Notice of Interest Rate Election shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled Borrowers. If the Borrowers fail to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar LIBOR Loans, such Loans created or continued as shall be converted into a result LIBOR Loan with an Interest Period applicable thereto of such election would be less than $10,000,000 or one (ii1) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentmonth.
Appears in 1 contract
Method of Electing Interest Rates. (ai) The Loans included in each Committed Borrowing shall bear interest initially be of at the Type Euro-Dollar Rate or the Base Rate, as specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8), as follows:
(iA) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; , and
(iiB) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans; provided that (i) no Loan may be converted into a Euro-Dollar Loan when any Event of Default has occurred and is continuing and the Agent has or the Required Banks have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Euro-Dollar Loan after the date that is one month prior to the Maturity Date. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, apply are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(bii) Each Notice of Interest Rate Election shall specify:
(iA) the Group of Loans (or portion thereof) to which such notice applies;
(iiB) the date on which the conversion or continuation selected selection in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iiiC) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding additional Interest Period applicable thereto; and
(ivD) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(ciii) Promptly after receiving a Upon receipt of Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Rate Loans, such Loans created or continued as a result shall be converted to Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to subsection 2.16(dSection 2.05(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; Day and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 2.10 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a) aboveSection 2.05(a);
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) aboveSection 2.05(a), the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent.
(e) If any Loan is converted to a different type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall initially be of the Type specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of each such Group of Loans (subject to subsection SUBSECTION 2.16(d) of this Section and the provisions of Article ARTICLE 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; , and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for Tyco Credit Agreement (364-Day 2003) an additional Interest Period, subject to Section SECTION 2.13 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) 11:00 a.m. on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election shall be given by a Responsible Officer of the Borrower, shall be irrevocable when given and may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $10,000,000 U.S.$10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Loans comprised of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection SUBSECTION 2.16(a) above;
(iii) if the Loans comprising such Group of Loans are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection SUBSECTION (a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Loans comprised of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 U.S.$10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect. Tyco Credit Agreement (364-Day 2003)
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Tyco International LTD /Ber/)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to subsection 2.16(dSection 2.07(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar Term SOFR Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Term SOFR Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Term SOFR Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is effective on any day other than in each case as of the last day of an the then current Interest Period applicable to such Loansthereto. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. 11:00 am (New York City time) on the third Euro-Dollar second Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $10,000,000 25,000,000, or any larger multiple of $1,000,000 in excess thereof (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Term SOFR Loans, the Borrower Company shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans that, at the end of such Interest Period, such Group of Loans be continued as Base Rate Loans (subject to the provisions of the definition of Interest Period).
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a) aboveSection 2.07(a);
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Term SOFR Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Term SOFR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower Company pursuant to subsection (a) aboveSection 2.07(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the BorrowerCompany.
(d) The Borrower Company shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Term SOFR Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Term SOFR Loans created or continued as a result of such election would be less than $10,000,000 25,000,000 or any amount in excess thereof would be less than any whole multiple of $1,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower Company delivers notice of such election to the Administrative Agent.
(e) If any Loan is converted to a different type of Loan, the Company shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.
(f) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
(g) Notwithstanding anything to the contrary in this Agreement, any Bank may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Bank.
(h) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall provide a copy of each such amendment implementing such Conforming Changes to the Company and the Banks reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Samples: Five Year Credit Agreement (Rockwell Automation, Inc)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the relevant Borrower in the applicable Notice of Committed Borrowing. Thereafter, the relevant Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if 2.11 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Agent not later than 10:30 10:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar LoansPeriod, the Borrower shall be deemed to have elected that all Loans having such Group of Loans Interest Period be converted to Base Rate Loans at as of the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the a Borrower pursuant to subsection (a) above, the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrowerrevocable.
(d) The An election by a Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Agentprovisions of Section 3.2.
Appears in 1 contract
Method of Electing Interest Rates. (ai) The Subject to Section 2.06(a), the Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time with respect to time elect to change or continue the Type of each such Group of Loans (subject to subsection 2.16(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect shall have the option (A) to convert such all or any part of (y) so long as no Default is in existence on the date of conversion, outstanding Base Rate Loans to Euro-Dollar Loans and (z) outstanding Euro-Dollar Loans to Base Rate Loans; provided, in each case, that the amount so converted shall be equal to $10,000,000 or any larger integral multiple of $1,000,000, or (B) upon the expiration of any Interest Period applicable to outstanding Euro-Dollar Loans, so long as no Default is in existence on the date of continuation, to continue all or any portion of such Loans, equal to $10,000,000 and any larger integral multiple of $1,000,000 in excess of that amount as Euro-Dollar Loans. The Interest Period of any Base Rate Loan converted to a Euro-Dollar Loan pursuant to clause (A) above shall commence on the date of such conversion. The succeeding Interest Period of any Euro-Dollar Business Day; andLoan continued pursuant to clause (B) above shall commence on the last day of the Interest Period of the Loan so continued. Euro-Dollar Loans may only be converted on the last day of the then current Interest Period applicable thereto or on the date required pursuant to Section 2.18.
(ii) if The Borrower shall deliver a written notice of each such Loans are conversion or continuation (a “Notice of Conversion/Continuation”) to the Administrative Agent no later than (A) 12:00 Noon (New York City time) at least three (3) Business Days before the effective date of the proposed conversion to, or continuation of, a Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice Loan and (a "NOTICE OF INTEREST RATE ELECTION"B) to the Agent not later than 10:30 11:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the day of a conversion or continuation selected in such notice is to be effectivea Base Rate Loan. A written Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower Conversion/Continuation shall be deemed to have elected that such Group substantially in the form of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election Exhibit A-2 attached hereto and shall specify:
: (iA) the Group of Loans (or portion thereof) to which such notice applies;
, (iiB) the proposed conversion/continuation date on which the conversion or continuation selected in such notice is to be effective, (which shall comply with be a Business Day), (C) the applicable clause aggregate amount of subsection 2.16(a) above;
(iii) if the Loans comprising such Group are to be being converted/continued, (D) an election between the new Type Base Rate and the Adjusted London Interbank Offered Rate and (E) in the case of Loans anda conversion to, if the Loans resulting from such conversion are to be or a continuation of, Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional requested Interest Period. Each Interest Period specified in Upon receipt of a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) aboveConversion/Continuation, the Administrative Agent shall notify give each Bank Lender prompt notice of the contents thereof and such notice shall not thereafter be revocable Lender’s pro rata share of all conversions and continuations requested therein. If no timely Notice of Conversion/Continuation is delivered by the Borrower.
(d) The Borrower shall not be entitled as to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of Loan, and such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when Loan is not repaid by the Borrower delivers notice at the end of the applicable Interest Period, such election Loan shall be converted automatically to a Base Rate Loan on the Agentlast day of the then applicable Interest Period.
Appears in 1 contract
Samples: Term Loan Credit Agreement (PPL Electric Utilities Corp)
Method of Electing Interest Rates. (a) The Loans included in each Committed the initial Borrowing shall bear interest initially be of at the Type interest rate(s) applicable thereto pursuant to Section 2.4 hereof during the Interest Period(s) specified by the Borrower in the applicable initial Notice of Committed BorrowingInterest Period Election. Thereafter, the Borrower may from time to time elect to change or continue the Type of each such Group of Loans Interest Period(s) applicable to the LIBOR Loans, or the applicable portions thereof (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate LIBOR Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as continue, all or any portion of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar LIBOR Loans for an additional Interest PeriodPeriod or additional Interest Periods, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or on such other date designated by Borrower in the Notice of Interest Period Election provided Borrower shall pay any losses pursuant to Section 2.11. Each such election shall be made by delivering a notice in the form of Exhibit "C" (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Period Election") to the Administrative Agent not later than 10:30 by 11:00 A.M. (New York City San Francisco time) on the third Euro-Dollar at least three (3) LIBOR Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Period Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LIBOR Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and all LIBOR Loans, (ii) the portion to which such Notice appliesthere shall be no more than five (5) LIBOR fixings outstanding at any time, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If iii) no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Period Election shall specify:
(i) the Group portion of the LIBOR Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause terms of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iviii) if such Loans are to be continued as Euro-Dollar LIBOR Loans for an additional Interest Period, the duration of such additional Interest Period, which shall comply with the terms of subsection (a) above. Each Interest Period specified in a Notice of Interest Rate Period Election shall comply with the provisions of the definition of Interest Period; provided that the Borrower may request an additional Interest Period of less than one (1) month if and only if all of the Banks, in their sole and absolute discretion, approve of such request.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Period Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Period Election of the contents thereof and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower.
. If the Borrower fails to deliver a timely Notice of Interest Period Election to the Administrative Agent for the LIBOR Loans (dor the relevant portions thereof), such Loans (or the relevant portions thereof) The Borrower shall not be entitled to elect to convert any Committed continued as LIBOR Loans to, or continue any Committed Loans on the last day of the then current Interest Period applicable thereto for an additional Interest Period asof one (1) month; provided, Euro-Dollar however, that if such additional Interest Period would extend beyond the Maturity Date, then such Loans if (ior the relevant portions thereof) shall be converted into Base Rate Loans on the aggregate amount last day of any Group the then current Interest Period applicable thereto. Within one LIBOR Business Day after receipt of Euro-Dollar Loans created or continued as a result Notice of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when Interest Period Election from the Borrower delivers notice pursuant to subsection (a) above, the Administrative Agent shall notify each Bank of such election to the Agentinterest rates determined pursuant thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall initially be of Base Rate Loans on the Type specified by the Borrower in the applicable Notice of Committed BorrowingEffective Date. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to this subsection 2.16(d(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION") to the Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 5,000,000 or any larger amount in multiples of $1,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion are to be Euro-Euro- Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount principal amounts of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 5,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agent.
Appears in 1 contract
Samples: Credit Agreement (Coventry Corp)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be of for the Type Interest Period specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of Interest Period for each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as continue all or any portion of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Yen LIBOR Loans for an additional either a one-month Interest Period or a three-month Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or on such other date designated by the Borrower in the Notice of Interest Rate Election, provided the Borrower shall pay any losses pursuant to Section 2.11. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to Administrative Agent at least four Business Days prior to, but excluding, the Agent not later than 10:30 A.M. (New York City time) on effective date of the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised JPY 30,000,000 or a higher integral multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodJPY 1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;; and
(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) aboveabove during regular business hours on a Business Day, the Administrative Agent shall notify each Bank Lender on the same day (or, if received after regular business hours, the following Business Day) as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrower) and such notice shall not thereafter be revocable by the Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate Election to Administrative Agent for any Group of Loans, such Loans shall be have an Interest Period of three months.
(d) The Borrower shall not be entitled to elect to convert Notwithstanding any Committed Loans toother provision of this Agreement, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice may not have more than ten Groups of such election to the AgentLoans outstanding at any one time.
Appears in 1 contract
Samples: Term Loan Agreement (Prologis, L.P.)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if 2.14 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice in substantially the form of Exhibit L (a "NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED , provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a2.10(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Periodthe term "INTEREST PERIOD".
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a2.10(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period.
(d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "BORROWING" subject to the Agentprovisions of Section 3.02.
Appears in 1 contract
Samples: Credit Agreement (Imc Global Inc)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall initially be of the Type specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of each such Group of Loans (subject to subsection 2.16(dSUBSECTION 2.16(D) of this Section and the provisions of Article ARTICLE 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; , and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section SECTION 2.13 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York City time) 11:00 a.m. on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election shall be given by a Responsible Officer of the Borrower, shall be irrevocable when given and may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $10,000,000 U.S.$10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Loans comprised of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection SUBSECTION 2.16(a) above;
(iii) if the Loans comprising such Group of Loans are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection SUBSECTION (a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Loans comprised of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 U.S.$10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Tyco International LTD /Ber/)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to subsection 2.16(dSection 2.08(d) of this Section and the provisions of Article 8)8, as follows:):
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Term Benchmark Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Term Benchmark Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Business Day or elect to continue such Loans as Euro-Dollar Term Benchmark Loans for an additional Interest Period, subject to Section 2.13 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Servicing Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group of Loans and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised consisting of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans consisting of Term Benchmark Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Term Benchmark Loans with an Interest Period of one month at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(aSection 2.08(a) above;
(iii) if the Loans comprising such Group of Loans are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Term Benchmark Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Term Benchmark Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (aSection 2.08(a) above, the Servicing Agent shall notify each Bank of the contents thereof and such notice thereof. Such Notice of Interest Rate Election shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Term Benchmark Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans consisting of Term Benchmark Loans created or continued as a result of such election would be less than $10,000,000 10,000,000, (ii) more than 15 Groups of Loans shall be outstanding at any time or (iiiii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Servicing Agent.
(e) If any Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.
(f) A conversion or continuation pursuant to this Section 2.08 is not a Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Clorox Co /De/)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the applicable Borrower in the applicable Notice of Committed Borrowing. Thereafter, the each Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII) made to such Borrower, as follows:
(i) if such Loans are Base Rate Loans, the applicable Borrower may elect to convert all or any portion of such Loans to Euro-Dollar Loans TXXXX Xxxxx as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar LoansTXXXX Xxxxx, the applicable Borrower may elect to convert all or any portion of such Loans to Base Rate Loans or and/or elect to continue all or any portion of such Loans as Euro-Dollar Loans TXXXX Xxxxx for an additional Interest PeriodPeriod or additional Interest Periods, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or on such other date designated by the applicable Borrower in the Notice of Interest Rate Election, provided such Borrower shall pay any losses pursuant to Section 2.11. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to Administrative Agent at least four Business Days prior to, but excluding, the Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and of Loans, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $10,000,000 JPY 30,000,000 or a higher integral multiple of JPY 1,000,000, and (unless iii) no Committed Loan may be continued as, or converted into, a TIBOR Loan when any Guarantor Event of Default has occurred and is continuing or when any Borrower Event of Default has occurred and is continuing with respect to the Borrower delivering such portion Notice of Interest Rate Election; provided, further, that if any Lender has previously advised Administrative Agent and Borrower that it is comprised of unable to make a Base Rate Loans). If no Loan and such notice has not been withdrawn, the applicable Borrower shall be deemed to have continued any Committed Loan that is a TXXXX Xxxx as a TXXXX Xxxx and, unless the applicable Borrower timely received before the end of elects an Interest Period, shall be deemed to have elected an Interest Period for any Group of Euro-Dollar Loansone week (provided if such Interest Period is not available from all Lenders, the such Borrower shall be deemed to have elected that such Group an Interest Period of Loans be converted to Base Rate Loans at the end of such Interest Periodone month).
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group of Loans are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar LoansTXXXX Xxxxx, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans TXXXX Xxxxx for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the any Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank Lender the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by such Borrower) and such notice shall not thereafter be revocable by such Borrower. If the Borrowerapplicable Borrower fails to deliver a timely Notice of Interest Rate Election to Administrative Agent for any TIBOR Group of Loans, such Loans shall be converted into Base Rate Loans, and such Borrower shall be deemed to have made a Base Rate Borrowing in the amount of such TIBOR Group of Loans (for which such Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 and all other conditions to such Borrowing shall be deemed waived or satisfied) and the proceeds of such Borrowing shall be deemed to have been used to repay such TIBOR Group of Loans on the last day of the then current Interest Period applicable thereto.
(d) The Notwithstanding anything to the contrary contained herein, if any Lxxxxx has previously advised Administrative Agent and Borrower shall not be entitled that it is unable to elect to convert any Committed Loans tomake a Base Rate Loan and until such notice is withdrawn, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would Base Rate Loan option shall not be less than $10,000,000 or available and the Borrowers shall only have the option to make TXXXX Borrowings, (ii) a Default with respect to any Borrowing made (or deemed made) during such period, the Borrowers shall be deemed to have occurred and be continuing when elected the TIBOR Borrowing option and, unless the Borrower delivers notice makes a timely election otherwise, shall be deemed to have elected an Interest Period of one week (provided if such Interest Period is not available from all Lenders, such Borrower shall be deemed to have elected an Interest Period of one month) and (iii) if the Interest Period with respect to any TIBOR Loans shall end during such period, Borrower shall be deemed to have elected to continue such TXXXX Xxxxx as TXXXX Loans and, unless the Borrower makes a timely election otherwise, such Borrower shall be deemed to the Agenthave elected an Interest Period of one week (provided if such Interest Period is not available from all Lenders, such Borrower shall be deemed to have elected an Interest Period of one month).
(e) Notwithstanding any other provision of this Agreement, no Borrower may have more than ten TXXXX Group of Loans outstanding at any one time.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Term Benchmark Loans or RFR Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar Term Benchmark Loans, the Borrower may elect to convert such Loans to Base Rate Loans or RFR Loans or elect to continue such Loans as Euro-Dollar Term Benchmark Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans; or
(iii) if such Loans are RFR Loans, the Borrower may elect to convert such Loans to Term Benchmark Loans or to Base Rate Loans as of any Business Day. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. signed by an authorized officer of the Borrower (New York City timeprovided that if such Notice of Interest Rate Election is submitted through an Approved Borrower Portal, such signature requirement may be waived at the sole discretion of the Administrative Agent) on the third Euro-Dollar at least three (3) Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted or continued as Base Rate Loans or RFR Loans, in which case such notice shall be delivered to the Administrative Agent no later than 11:00 a.m. (New York City time) on the Business Day such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) there shall be no more than twenty (20) Borrowings, comprised of Base Rate Loans). If Term Benchmark Loans outstanding at any time under this Agreement, (iv) no such notice Loan may be continued as, or converted into, a Term Benchmark Loan when any Event of Default has occurred and is timely received before the end of an continuing, and (v) no Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Periodapplicable Maturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Term Benchmark Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Term Benchmark Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and thereof. A Notice of Interest Rate Election may state that such notice shall not thereafter Notice of Interest Rate Election is conditioned upon the occurrence of one or more events specified therein, in which case such Notice of Interest Rate Election may be revocable revoked by the Borrower.
Borrower (dby written notice to the Administrative Agent on or prior to the specified date of such Notice of Interest Rate Election) The if such condition is not satisfied; provided that the Borrower shall not be entitled pay any amounts due under Section 2.13, if any, in connection with any such revocation. If the Borrower fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Term Benchmark Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group Base Rate Loan and each Term SOFR Loan with respect to which the last day of Loans the Interest Period is the same day (subject to subsection 2.16(dSection 2.07(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Loan is a Base Rate LoansLoan, the Borrower may elect to convert such Loans Loan to Euro-Dollar Loans a Term SOFR Loan as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar LoansLoan is a Term SOFR Loan, the Borrower may elect to convert such Loans Loan to a Base Rate Loans Loan as of any Business Day or elect to continue such Loans Loan as Euro-Dollar Loans a Term SOFR Loan for an additional Interest Period, subject to Section 2.13 2.12 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such LoansLoan. Each such election shall be made by delivering (A) telephone or (B) a Notice of Interest Rate Election; provided that any telephonic notice (a "NOTICE OF INTEREST RATE ELECTION") must be confirmed promptly by delivery to the Administrative Agent of a Notice of Interest Rate Election not later than 10:30 A.M. 1:00 P.M. (New York City time) on the third Euro-Dollar second Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group Base Rate Loans or Term SOFR Loans with respect to which the last day of Loansthe Interest Period is the #95372686v23 same day; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agent.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Consolidated Edison Co of New York Inc)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Euro- Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest ------------------ Rate Election") to the Lead Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days ------------- before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Lead Agent no later than 12:00 Noon (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably -------- among the Loans comprising such Group and Group, (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) there shall be no more than ten (10) Borrowings comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar LoansLoans outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Lead Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Lead Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest ------------------ Rate Election") to the Lead Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days ------------- before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Lead Agent no later than 12:00 Noon (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably -------- among the Loans comprising such Group and Group, (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 1,000,000 or any larger multiple of $1,000,000, (unless such portion is iii) there shall be no more than ten (10) Borrowings comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar LoansLoans outstanding at any time under this Agreement, (iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Lead Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Lead Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed the Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar SOFR Loans as of any Euro-Dollar U.S. Government Securities Business Day; and
(ii) if such Loans are Euro-Dollar SOFR Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar SOFR Loans for an additional Interest Period, subject to Section 2.13 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 11:00 A.M. (New York City Eastern time) on the third Euro-Dollar U.S. Government Securities Business Day before the conversion or continuation selected in such notice is to be effectiveeffective (or one Domestic Business Day if the conversion is from a SOFR Loan to a Base Rate Loan). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a2.09(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar SOFR Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar SOFR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period”.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a2.09(a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period.
(d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election “Borrowing” subject to the Agentprovisions of Section 3.01.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Syndicated Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)8 and the last sentence of this subsection (a)), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if 2.14 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice in substantially the form of Exhibit L (a "NOTICE OF INTEREST RATE ELECTION") to the Administrative Agent not later than 10:30 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED , provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a2.10(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar Fixed Rate Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Periodthe term "INTEREST PERIOD".
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a2.10(a) above, the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period.
(d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "BORROWING" subject to the Agentprovisions of Section 3.02.
Appears in 1 contract
Samples: Credit Agreement (Imc Global Inc)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar LIBOR Loans as of any Euro-Dollar LIBOR Business Day; and
(ii) if such Loans are Euro-Dollar LIBOR Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar LIBOR Loans for an additional Interest Period, subject to Section 2.13 if in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Agent not later than 10:30 10:00 A.M. (New York City Houston, Texas time) on the third Euro-Dollar LIBOR Business Day before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted to Base Rate Loans, in which case such notice shall be delivered to the Agent not later than 10:00 A.M. (Houston, Texas time) on the Domestic Business Day such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised 15,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar LIBOR Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. and Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The An election by the Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "Borrowing" subject to the Agentprovisions of Section 3.2.
Appears in 1 contract
Samples: Credit Agreement (Quaker State Corp)
Method of Electing Interest Rates. (ai) The Subject to Section 2.05(a), the Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time with respect to time elect to change or continue the Type of each such Group of Loans (subject to subsection 2.16(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect shall have the option (A) to convert such all or any part of (y) so long as no Default is in existence on the date of conversion, outstanding Base Rate Loans to Euro-Dollar Loans and (z) outstanding Euro-Dollar Loans to Base Rate Loans; provided, in each case, that the amount so converted shall be equal to $5,000,000 or any larger integral multiple of $1,000,000, or (B) upon the expiration of any Interest Period applicable to outstanding Euro-Dollar Loans, so long as no Default is in existence on the date of continuation, to continue all or any portion of such Loans, equal to $5,000,000 and any larger integral multiple of $1,000,000 in excess of that amount as Euro- Dollar Loans. The Interest Period of any Base Rate Loan converted to a Euro-Dollar Loan pursuant to clause (A) above shall commence on the date of such conversion. The succeeding Interest Period of any Euro-Dollar Business Day; andLoan continued pursuant to clause (B) above shall commence on the last day of the Interest Period of the Loan so continued. Euro-Dollar Loans may only be converted on the last day of the then current Interest Period applicable thereto or on the date required pursuant to Section 2.16.
(ii) if such Loans are Euro-Dollar Loans, the The Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any shall deliver a written notice of each such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice or continuation (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Conversion/Continuation”) to the Administrative Agent not no later than 10:30 (A) 12:00 Noon (New York, New York time) at least three (3) Business Days before the effective date of the proposed conversion to, or continuation of, a Euro Dollar Loan and (B) 11:30 A.M. (New York, New York City time) on the third Euro-Dollar Business Day before the day of a conversion or continuation selected in such notice is to be effectivea Base Rate Loan. A written Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower Conversion/Continuation shall be deemed to have elected that such Group substantially in the form of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election Exhibit A-2 attached hereto and shall specify:
: (iA) the Group of Loans (or portion thereof) to which such notice applies;
, (iiB) the proposed conversion/continuation date on which the conversion or continuation selected in such notice is to be effective, (which shall comply with be a Business Day), (C) the applicable clause aggregate amount of subsection 2.16(a) above;
(iii) if the Loans comprising such Group are to be being converted/continued, (D) an election between the new Type Base Rate and the Adjusted London Interbank Offered Rate and (E) in the case of Loans anda conversion to, if the Loans resulting from such conversion are to be or a continuation of, Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional requested Interest Period. Each Interest Period specified in Upon receipt of a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) aboveConversion/Continuation, the Administrative Agent shall notify give each Bank Lender prompt notice of the contents thereof and such notice shall not thereafter be revocable Lender’s pro rata share of all conversions and continuations requested therein. If no timely Notice of Conversion/Continuation is delivered by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agent.14
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be of at the Type specified by Borrower on the Borrower Closing Date for the Term Loan and in all other cases in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of borne by each such Group of Loans Loan (subject in each case to subsection 2.16(d) of this Section and the provisions of this Article 8)II), as follows:
(i1) if such Loans are Base Prime Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business DayLIBOR Rate Loans; and
(ii2) if such Loans are Euro-Dollar LIBOR Rate Loans, the Borrower may elect to convert such Loans to Base Prime Rate Loans or elect to continue such LIBOR Rate Loans as Euro-Dollar LIBOR Rate Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such LIBOR Rate Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Selection") to Applicable Agent by (1) 12:00 Noon (New York City time) at least three (3) Business Days before the Agent not later than 10:30 A.M. conversion of a Prime Rate Loan into a LIBOR Rate Loan or a continuation of a LIBOR Rate Loan, and (2) 12:00 Noon (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effectiveof a LIBOR Rate Loan into a Prime Rate Loan. A Notice of Interest Rate Election Selection may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansLoan; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, each are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans)sufficient to meet the minimum amount specified in Section 2.08. If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election Selection relating to a Prime Rate Loan or LIBOR Rate Loan shall specify:
(i1) the Group of Loans Loan (or portion thereof) to which such notice applies;
; (ii2) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a) abovethe first paragraph of this Section 2.06;
(iii3) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion are converted to be Euro-Dollar LIBOR Rate Loans, the duration of the next succeeding initial Interest Period applicable thereto; : and
(iv4) if such Loans are to be continued as Euro-Dollar LIBOR Rate Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election Selection shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving . No conversion into a LIBOR Rate Loan and no continuation of a LIBOR Rate Loan shall be permitted when a Default or Event of Default has occurred and is continuing. If Borrower fails to deliver a timely Notice of Interest Rate Election from Selection to Applicable Agent for any LIBOR Rate Loans, such Loans shall be converted into Prime Rate Loans, on the Borrower pursuant to subsection (a) above, the Agent shall notify each Bank last day of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional then current Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election applicable thereto. Anything herein to the Agentcontrary notwithstanding, at no time shall there be outstanding more than four (4) different Interest Periods relating to LIBOR Rate Loans.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject to subsection 2.16(dSection 2.07(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Term SOFR Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Term SOFR Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Business Day or elect to continue such Loans as Euro-Dollar Term SOFR Loans for an additional Interest Period, subject to Section 2.13 2.12 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. Each such election shall be made by delivering a notice substantially in the form of Exhibit G or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar second Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Term SOFR Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(aSection 2.07(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Term SOFR Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Term SOFR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (aSection 2.07(a) above, the Administrative Agent shall notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Term SOFR Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Term SOFR Loans created or continued as a result of such election would be less than $10,000,000 or 5,000,000, (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the AgentAdministrative Agent or (iii) the number of separate Groups of Term SOFR Loans created or continued as a result of such election would exceed five.
(e) If any Loan is converted to a different type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.
(f) If the Borrower fails to specify a type of Loan in a Notice of Borrowing or Notice of Interest Rate Election or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans with an Interest Period of one month and any such automatic conversion shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Notice of Borrowing or Notice of Interest Rate Election, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Appears in 1 contract
Samples: 364 Day Senior Unsecured Term Loan Credit Agreement (Consolidated Edison Inc)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)IX), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if 3.3 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 10:00 A.M. (New York City Dallas time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 2,500,000 (unless or, if such remaining portion is comprised of Base Rate Loans). If no such notice is timely received before the end , $500,000) or any larger multiple of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$500,000.
(b) Each Notice of Interest Rate Election shall be substantially in the form of Exhibit 2.2 and ----------- shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agent.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Pro Rata Revolving Loans included in each Committed Borrowing shall bear interest initially be of at the rate for the Type specified by the Borrower Trust in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Trust may from time to time elect to change or continue the Type of interest rate borne by each such Group of Loans (Pro Rata Revolving Loans, subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)X, as follows:
(i) if such Loans are Base Rate Loans, the Borrower Trust may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business DayDay and, absent such election, such Loans shall continue to be Base Rate Loans; andor
(ii) if such Loans are Euro-Dollar Loans, the Borrower Trust may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice notice, in the form attached hereto as Exhibit E (a "NOTICE OF INTEREST RATE ELECTION") “Notice of Interest Rate Election”), to the Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided, that (i) such portion is allocated ratably among the Banks making the Loans comprising such Group on the basis of their respective Loan amounts and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period initial Monthly Term applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such the additional Interest PeriodMonthly Term applicable thereto. Each Interest Period Monthly Term specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest PeriodMonthly Term.
(c) Promptly after receiving Upon receipt of a Notice of Borrowing (or telephonic notice whether or not later confirmed in writing by a Notice of Borrowing) or a Notice of Interest Rate Election from the Borrower Trust pursuant to subsection (a) above, the Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower Trust, and the Agent shall not be entitled promptly notify each Bank of the contents thereof. If the Trust fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans, such Loans created shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto.
(d) An election by the Trust to change or continued as continue the rate of interest applicable to any Group of Loans pursuant to this Section 3.08 shall not constitute the making of a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election Pro Rata Revolving Loan subject to the Agentprovisions of Section 6.02.
(e) This Section 3.08 shall not apply to Swingline Loans or Refunding Loans, which may not be converted.
Appears in 1 contract
Samples: Liquidity Agreement (PHH Corp)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to convert or continue such Loans as Euro-Dollar Loans for an a different or additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an Interest Period applicable to such LoansEuro-Dollar Business Day. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the The Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Fixed Rate Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower Company in the applicable Notice of Committed Borrowing. Thereafter, the Borrower Company may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower Company may elect to convert such Loans to Euro-Dollar CD Loans as of any Euro-Dollar Domestic Business Day or to Offshore Loans as of any Offshore Business Day; and;
(ii) if such Loans are Euro-Dollar CD Loans, the Borrower Company may elect to convert such Loans to Base Rate Loans or Offshore Loans or elect to continue such Loans as Euro-Dollar CD Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of the then current Interest Period applicable to such Loans; and
(iii) if such Loans are Offshore Loans, the Company may elect to convert such Loans to Base Rate Loans or CD Loans or elect to continue such Loans as Offshore Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. Notwithstanding the foregoing, if any Default then exists, the Company shall be deemed to have elected to convert all such Offshore Loans and CD Loans into Base Rate Loans effective as of the last day of the then current Interest Period applicable to such Loans. Each such election described in clauses (i), (ii) and (iii) above shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar at least three Offshore Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be converted from Domestic Loans to Domestic Loans of the other type or continued as Domestic Loans of the same type for an additional Interest Period, in which case such notice shall be delivered to the Agent at least two Domestic Business Days before such conversion or continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Fixed Rate Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
and (iv) if such Loans are to be continued as Euro-Dollar CD Loans or Offshore Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower Company pursuant to subsection (a2.11(a) above, the Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The Borrower shall not be entitled Company. If the Company fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Committed Fixed Rate Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans are Base Rate Domestic Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Domestic Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days (or, if the Borrower wishes to request an Interest Period of twelve months, four Euro-Dollar Business Days, subject to the notice and consent conditions set forth in Section 2.02) before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised 25,000,000 or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$5,000,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result shall be converted into Domestic Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (Qwest Communications International Inc)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the applicable Borrower in the applicable Notice of Committed Borrowing. Thereafter, the each Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII) made to such Borrower, as follows:
(i) if such Loans are Base Rate Loans, the applicable Borrower may elect to convert all or any portion of such Loans to Euro-Dollar TIBOR Loans as of any Euro-Dollar Business Day; and;
(ii) if such Loans are Euro-Dollar TIBOR Loans, the applicable Borrower may elect to convert all or any portion of such Loans to Base Rate Loans or and/or elect to continue all or any portion of such Loans as Euro-Dollar TIBOR Loans for an additional Interest PeriodPeriod or additional Interest Periods, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans, or on such other date designated by the applicable Borrower in the Notice of Interest Rate Election provided such Borrower shall pay any losses pursuant to Section 2.15. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 A.M. at least four (New York City time4) on Business Days prior to, but excluding, the third Euro-Dollar Business Day before effective date of the conversion or continuation selected in such notice is to be effectivenotice. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Group, (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are JPY30,000,000 or any larger multiple of JPY1,000,000, (iii) there shall be no more than five (5) TIBOR Groups of Loans with respect to each Borrower outstanding at least $10,000,000 any time, (unless iv) no Committed Loan may be continued as, or converted into, a TIBOR Loan when any Guarantor Event of Default has occurred and is continuing or, with respect to such portion Borrower delivering such Notice of Interest Rate Election, a Borrower Event of Default has occurred and is comprised of Base Rate Loans). If continuing, and (v) no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar TIBOR Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar TIBOR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the any Borrower pursuant to subsection (a) above, the Administrative Agent shall notify each Bank the same day as it receives such Notice of Interest Rate Election of the contents thereof thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by such Borrower) and such notice shall not thereafter be revocable by such Borrower. If the Borrower.
(d) The applicable Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar TIBOR Loans, such Loans created or continued as shall be converted into Base Rate Loans, and such Borrower shall be deemed to have made a result Base Rate Borrowing in the amount of such election would Group of TIBOR Loans (for which such Borrower shall be less than $10,000,000 deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 and all other conditions to such Borrowing shall be deemed waived or (iisatisfied) a Default shall have occurred and be continuing when the Borrower delivers notice proceeds of such election Borrowing shall be deemed to have been used to repay such Group of TIBOR Loans on the Agentlast day of the then current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 10:00 A.M. (New York City time) on (x) if the relevant Loans are to be converted to Base Rate Loans, the second Domestic Business Day before such conversion or continuation is to be effective and (y) if the relevant Loans are to be converted to Euro-Dollar Loans or continued as Euro-Dollar Loans for an additional Interest Period, the third Euro-Dollar Business Day before the such conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans)$1,000,000. If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such The interest rate borne by a Group of Loans consisting of Swing Loans may not be converted to Base Rate Loans at the end of such Interest Periodchanged.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;applies and whether such Loans (or portion thereof) are Term Loans or Revolving Loans,
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;,
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans, and if such new Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding initial Interest 33 Period applicable thereto; , and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. No more than thirteen Groups of Loans shall be outstanding at any one time.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
Appears in 1 contract
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall initially be of the Type specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type of each such Group of Loans (subject to subsection 2.16(d) of this Section and the provisions of Article 8), as follows:
(i) if such Loans Advances are Base Rate LoansAdvances, the Borrower may elect to convert such Loans Advances to Euro-Dollar Loans Fixed Rate Advances as of any Euro-Euro- Dollar Business Day; , and
(ii) if such Loans Advances are Euro-Dollar LoansFixed Rate Advances, the Borrower may elect to convert such Loans Advances to Base Rate Loans Advances or elect to continue such Loans Advances as Euro-Dollar Loans Fixed Rate Advances for an additional Interest Period, subject to Section 2.13 if 2.12 in the case of any such conversion is or continuation ---- effective on any day other than the last day of an the then current Interest Period applicable to such LoansAdvances. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Eurodollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group group of LoansAdvances; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised 10,000,000, in the case of Base Rate Loans). If no such notice is timely received before Term Loan A Advances, and $1,000,000, in the end case of an Interest Period for Term Loan B Advances, or, in each case, any Group larger multiple of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$500,000.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group group of Loans Advances (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans Advances comprising such Group group are to be converted, the new Type of Loans Advances and, if the Loans resulting from such conversion Advances being converted are to be Euro-Dollar LoansFixed Rate Advances, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans Advances are to be continued as Euro-Dollar Loans the same Type of Fixed Rate Advances for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The If the Borrower shall not be entitled fail to elect to convert select the duration of any Committed Loans to, or continue any Committed Loans for an additional Interest Period asfor any Fixed Rate Advances in accordance with the provisions of Section 2.15(a) or if at the end of any such Interest Period an Event of Default exists ------- and the Administrative Agent has been directed to do so by the Majority Lenders, Euro-Dollar Loans if the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(ie) If the aggregate unpaid principal amount of Term Loan A Advances comprising any Group of Euro-Dollar Loans created Borrowing or continued as a result of such election would Borrowings shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000 10,000,000, such Term Loan A Advances shall, if they are Fixed Rate Advances, automatically Convert into Base Rate Advances on the last day of the Interest Period for such Fixed Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Term Loan A Advances of a Type other than Base Rate Advances shall terminate, provided that if and so long as each such Term Loan A Advance shall be of the same Type and have the same Interest Period as any other Term Loan A Advances comprising another Borrowing and other Borrowings, and the aggregate unpaid principal amount of all such Term Loan A Advances shall equal or (ii) a Default exceed $10,000,000, the Borrower shall have occurred the right to continue all such Term Loan A Advances as, and to Convert all such Term Loan A Advances into, Term Loan A Advances of such Type having such Interest Period.
(f) If the aggregate unpaid principal amount of Term Loan B Advances comprising any Borrowing or Borrowings shall be continuing when reduced, by payment or prepayment or otherwise, to less than $1,000,000, such Term Loan B Advances shall, if they are Fixed Rate Advances, automatically Convert into Base Rate Advances on the last day of the Interest Period for such Fixed Rate Advances, and on and after such date the right of the Borrower delivers notice to Convert such Advances into Term Loan B Advances of a Type other than Base Rate Advances shall terminate, provided that if and so long as each such Term Loan B Advance shall be of the same Type and have the same Interest Period as any other Term Loan B Advances comprising another Borrowing and other Borrowings, and the aggregate unpaid principal amount of all such Term Loan B Advances shall equal or exceed $1,000,000, the Borrower shall have the right to continue all such Term Loan B Advances as, and to Convert all such Term Loan B Advances into, Term Loan B Advances of such election to the AgentType having such Interest Period.
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Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, with respect to Committed Loans only, the Borrower may from time to time elect to change or continue the Type type of each interest rate borne by such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Lead Agent not later than 10:30 A.M. at least three (New York City time3) on the third Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective (unless the relevant Loans are to be continued as Base Rate Loans, in which case such notice shall be delivered to the Lead Agent no later than 12:00 Noon (New York City time) at least one (1) Domestic Business Day before such continuation is to be effective). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and Loans, (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 2,000,000, (unless such portion is comprised of Base Rate Loans). If iii) there shall be no such notice is timely received before the end of an Interest Period for any Group of more than seven (7) Euro-Dollar LoansBorrowings outstanding at any time under this Agreement, (iv) no 52 Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest PeriodMaturity Date.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the such new Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding initial Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Lead Agent shall notify each Bank on the same day as it receives such Notice of Interest Rate Election of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert the Lead Agent for any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, that are Euro-Dollar Loans, such Loans if (i) shall be converted into Base Rate Loans on the aggregate amount last day of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
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Samples: Revolving Credit Agreement (Cabot Industrial Properties Lp)
Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall initially be of the Type specified by the relevant Borrower in the applicable Notice of Committed Borrowing, subject to the limitations set forth in Section 2.02. Thereafter, the relevant Borrower may from time to time elect to change or continue the Type of Loans in each such Group of Loans (other than any Group of Loans which are Swing Loans), subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)8, as follows:
(i) if such Loans are Base Rate Loans, the such Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; provided that no Base Rate Loans shall be converted to Euro-Dollar Loans if at the time such conversion is to be effective, an Event of Default has occurred and is continuing; and
(ii) if such Loans are Euro-Dollar Loans, the such Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day or elect to continue such Loans as Euro-Dollar Loans for an additional Interest PeriodPeriod as of any Euro-Dollar Business Day, subject to Section 2.13 if 2.12 in the case of any such conversion is or continuation effective on any day other than the last day of an the then current Interest Period applicable to such Loans; provided that no Euro-Dollar Loans shall be continued as Euro-Dollar Loans if at the time such continuation is to be effective, an Event of Default has occurred and is continuing. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION") to the Agent not later than 10:30 A.M. 12:00 Noon (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, 44 and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised 5,000,000 or any larger multiple of Base Rate Loans)$1,000,000. If no such notice Notice of Interest Election is timely received before prior to the end of an Interest Period for any Group of Euro-Dollar Loans, the such Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at as of the end last day of such Interest Period. In no event shall the total number of Groups of Loans at any time outstanding exceed 20.
(b) Each Notice of Interest Rate Election shall specify:
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with subject to the applicable clause of subsection 2.16(aprovisos set forth in Sections 2.08(a(i) aboveand 2.08(a)(ii);
(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans resulting from such conversion being converted are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the either Borrower pursuant to subsection (a) aboveSection 2.08(a), the Agent shall promptly notify each Bank Lender of the contents thereof and such notice shall not thereafter be revocable by the such Borrower.
(d) The An election by either Borrower shall not be entitled to elect to convert any Committed Loans to, change or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount rate of interest applicable to any Group of Euro-Dollar Loans created or continued as pursuant to this Section shall not constitute a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election "BORROWING" subject to the Agentprovisions of Section 3.03.
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Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall initially be of the Type Type, and in the case of Term SOFR Borrowings, shall have an initial Interest Period, as specified by the Borrower in the applicable Notice of Committed BorrowingBorrowing or as otherwise provided in Section 2.02. Thereafter, the Borrower may from time to time elect to change or continue the Type of each the Loans included in such Group of Loans Borrowing (subject to subsection 2.16(dSection 2.09(e) of this Section and the provisions of Article 8), 8) as follows:
(i) if such Loans are Base Rate Loans or, if applicable, pursuant to Section 8.01, Daily Simple SOFR Loans, the Borrower may elect to convert such Loans to Euro-Dollar Term SOFR Loans (subject to Section 8.01) or, if applicable, Base Rate Loans as of any Euro-Dollar Business Day; and
(ii) if such Loans are Euro-Dollar Term SOFR Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Business Day, or may elect to continue such Loans as Euro-Dollar Loans Term SOFR Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period, subject to Section 2.13 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans. .
(b) Each such election pursuant to this Section 2.09 shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTION"“Notice of Interest Rate Election”) to the Agent Administrative Agent, not later than 10:30 A.M. (New York City time) the time that a Notice of Borrowing would be required under Section 2.02 if the Borrower were requesting a Borrowing consisting of Loans of the Type resulting from such election to be made on the third Euro-Dollar Business Day before the conversion or continuation selected in effective date of such notice is to be effectiveelection. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of LoansBorrowing; PROVIDED provided that (i) such portion is shall be allocated ratably among the Loans comprising such Group Borrowing (and the Loans comprising each such portion shall be considered a separate Borrowing) and (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar LoansTerm SOFR Borrowing, the Borrower shall be deemed to have elected to continue such Term SOFR Borrowing as a [[5952619]] Term SOFR Borrowing with an Interest Period of one month effective as of the end of such Interest Period; provided that if the Borrower is not entitled to continue any Term SOFR Borrowing as a Term SOFR Borrowing for an additional Interest Period pursuant to Section 2.09(e), then the Borrower shall be deemed to have elected that the Loans included in such Group of Loans existing Term SOFR Borrowing be converted to Base Rate Loans at effective as of the end of such Interest Period.
(bc) Each Notice of Interest Rate Election shall specify, in compliance with this Section 2.09:
(i) the Group of Loans Borrowing (or portion thereof) to which such notice appliesapplies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the date on which the conversion or continuation selected in such notice Notice of Interest Rate Election is to be effective, which shall comply with the applicable clause of subsection 2.16(a) aboveSection 2.09(a);
(iii) if the Loans comprising such Group Borrowing are to be converted, the new Type of Loans thereof and, if the Loans resulting from such conversion are to be Euro-Dollar Term SOFR Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Term SOFR Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. If any such Notice of Interest Rate Election requests conversion to or a continuation of a Term SOFR Borrowing but does not specify an Interest Period therefor, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(cd) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) abovethis Section 2.09, the Administrative Agent shall notify each Bank Lender of the contents thereof thereof, and such notice shall not thereafter be revocable by the Borrower.
(de) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest Period as, Euro-Dollar Loans a Term SOFR Borrowing if (i) the aggregate principal amount of any Group of Euro-Dollar Loans Term SOFR Borrowing created or continued as a result of such election would be less than $10,000,000 or (ii) a an Event of Default shall have occurred and be continuing when the Borrower delivers notice the applicable Notice of such election Interest Rate Election to the Agent.Administrative Agent and, except in the case of an Event of Default under Section 6.01(f) or 6.01(g), the Administrative Agent or the Required Lenders shall have notified the Borrower that Term SOFR Loans will not be available while such Event of Default continues. [[5952619]]
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Method of Electing Interest Rates. (a) The Loans included in each Committed Borrowing shall bear interest initially be at the type of the Type rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the Type type of interest rate borne by each such Group of Loans (subject in each case to subsection 2.16(d) of this Section and the provisions of Article 8)VIII), as follows:
(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; andor
(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional Interest Period, subject to Section 2.13 if any such conversion is in each case effective on any day other than the last day of an the then current Interest Period applicable to such Loans. Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST RATE ELECTIONNotice of Interest Rate Election") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third at least three Euro-Dollar Business Day Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; PROVIDED provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (unless such portion is comprised or any larger multiple of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period$1,000,000.
(b) Each Notice of Interest Rate Election shall specify:: (NY) 27009/335/CA/ca.98
(i) the Group of Loans (or portion thereof) to which such notice applies;
(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection 2.16(a(a) above;
(iii) if the Loans comprising such Group are to be converted, the new Type type of Loans and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and
(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Periodelection.
(c) Promptly after receiving Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.
(d) The . If the Borrower shall not be entitled fails to elect deliver a timely Notice of Interest Rate Election to convert any Committed Loans to, or continue any Committed Loans the Administrative Agent for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate amount of any Group of Euro-Dollar Loans, such Loans created or continued as a result shall be converted into Base Rate Loans on the last day of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Agentthen current Interest Period applicable thereto.
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