Common use of Notice of Term Conversion Clause in Contracts

Notice of Term Conversion. The Borrower shall request Term Conversion by delivering to the Administrative Agent an appropriately completed Notice of Term Conversion, which specifies, among other things: (i) whether the requested Term Loans shall be ABR Loans or Eurodollar Loans; (ii) the aggregate principal amount of the requested Term Loans, which shall not exceed the lesser of (A) the aggregate amount of all Term Commitments and (B) the aggregate principal amount of all Construction Loans and Vista Expansion Loans outstanding on the Term Conversion Date (which amount shall be calculated immediately prior to Term Conversion, after giving effect to any final Construction Borrowing or final Vista Expansion Borrowing made on the Term Conversion Date and any prepayment of the Loans on the Term Conversion Date); (iii) the proposed Term Conversion Date, which shall be a Business Day; and (iv) in the case of any requested Term Loan to be made as a Eurodollar Loan, the initial Interest Period(s) applicable thereto. The Borrower shall deliver the Notice of Term Conversion to the Administrative Agent by hand delivery or electronic means, (a) in the case of a Term Conversion that includes a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the proposed Term Conversion Date or (b) in the case of a Term Conversion that includes only ABR Borrowings, not later than 1:00 p.m., New York City time, one Business Day before the proposed Term Conversion Date; provided that (unless otherwise agreed by the Administrative Agent) not later than seven Business Days prior to delivery of the Notice of Term Conversion, the Borrower shall deliver to the Administrative Agent a draft of such Notice of Term Conversion and evidence documenting the anticipated satisfaction of the conditions to Term Conversion set forth in Section 4.04 on the proposed Term Conversion Date. Subject to Section 2.16, the Notice of Term Conversion may be modified or revoked by the Borrower through the Business Day specified as the proposed Term Conversion Date in the Notice of Term Conversion. The Borrower shall notify the Administrative Agent prior to the making of the Term Loans in the event that any of the matters to which the Borrower is required to certify in the Notice of Term Conversion is no longer accurate and complete as of the Term Conversion Date, and the occurrence of Term Conversion shall constitute a re-certification by the Borrower, as of the Term Conversion Date, as to the matters to which the Borrower is required to certify in the Notice of Term Conversion or any certificate delivered in connection therewith.

Notice of Term Conversion. The Borrower shall request Term Conversion by delivering to the Administrative Agent an appropriately completed Notice of Term Conversion, which specifies, among other things: (i) whether the requested Term Loans shall be ABR Loans or Eurodollar Loans; (ii) the aggregate principal amount of the requested Term Loans, which shall not exceed the lesser of (A) the aggregate amount of all Term Commitments and (B) the aggregate principal amount of all Construction Loans and Vista Expansion Loans outstanding on the Term Conversion Date (which amount shall be calculated immediately prior to Term Conversion, after giving effect to any final Construction Borrowing or final Vista Expansion Borrowing made on the Term Conversion Date and any prepayment of the Loans on the Term Conversion Date); (iii) the proposed Term Conversion Date, which shall be a Business Day; and (iv) in the case of any requested Term Loan to be made as a Eurodollar Loan, the initial Interest Period(s) applicable thereto. The Borrower shall deliver the Notice of Term Conversion to the Administrative Agent by hand delivery or electronic means, (a) in the case of a Term Conversion that includes a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the proposed Term Conversion Date or (b) in the case of a Term Conversion that includes only ABR Borrowings, not later than 1:00 p.m., New York City time, one Business Day before the proposed Term Conversion Date; provided that (unless otherwise agreed by the Administrative Agent) not later than seven Business Days prior to delivery of the Notice of Term Conversion, the Borrower shall deliver to the Administrative Agent a draft of such Notice of Term Conversion and evidence documenting the anticipated satisfaction of the conditions to Term Conversion set forth in Section 4.04 on the proposed Term Conversion Date. Subject to Section 2.16, the Notice of Term Conversion may be modified or revoked by the Borrower through the Business Day specified as the proposed Term Conversion Date in the Notice of Term Conversion. The Borrower shall notify the Administrative Agent prior to the making of the Term Loans in the event that any of the matters to which the Borrower is required to certify in the Notice of Term Conversion is no longer accurate and complete as of the Term Conversion Date, and the occurrence of Term Conversion shall constitute a re-certification by the Borrower, as of the Term Conversion Date, as to the matters to which the Borrower is required to certify in the Notice of Term Conversion or any certificate delivered in connection therewith.

Notice of Term Conversion. The Borrower shall request Term Term-Conversion by delivering to the Administrative Agent an a written notice in the form of Exhibit C-2, appropriately completed (the "Notice of Term Term-Conversion"), which specifies, among other things: (i) whether the principal portion of the requested Term Loans which shall be ABR Loans bear interest as provided in (A) Section 2.1.2(c)(i) (individually, a "Base Rate Term Loan" and, collectively, the "Base Rate Term Loans") or Eurodollar (B) Section 2.1.2(c)(ii) (individually, a "LIBOR Term Loan" and, collectively, the "LIBOR Term Loans"); (ii) the aggregate principal amount of the requested Term Loans, which shall not exceed the lesser of (A) the aggregate amount of all Term Commitments and (B) the aggregate principal amount of all Construction Loans and Vista Expansion Loans outstanding on the Term Conversion Period Commencement Date (which amount shall be calculated immediately prior to Term Term-Conversion, after giving effect to any final Construction Borrowing or final Vista Expansion Borrowing made on the Term Conversion Date Punchlist Drawing (if any), the Dow Change Order Drawing (if any), the Dow Performance Test Drawing (if any), the True-Up Drawing (if any), and any the application of all liquidated damages and other amounts required to be applied to the prepayment of Construction Loans pursuant to the Loans on the Term Conversion DateDepositary Agreements); (iii) the proposed Term date of Term-Conversion Date, (which shall be a Business DayBanking Day on or before the Construction Loan Maturity Date); and (iv) in the case of any requested Term Loan to be made as a Eurodollar LIBOR Term Loan, the initial Interest Period(s) applicable theretoPeriod requested therefor (which shall be an Interest Period contemplated by Section 2.1.3(c)). The Borrower shall deliver the Notice of Term Term-Conversion to the Administrative Agent by hand delivery or electronic means, (a) in so as to provide at least the case Minimum Notice Period applicable to Loans of a Term Conversion the Type requested upon Term-Conversion; provided that includes a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the proposed Term Conversion Date or (b) in the case of a Term Conversion that includes only ABR Borrowings, not later than 1:00 p.m., New York City time, one Business Day before the proposed Term Conversion Date; provided that (unless otherwise agreed by the Administrative Agent) not later than seven Business 10 Banking Days prior to delivery of the Notice of Term Term-Conversion, the Borrower shall deliver to the Administrative Agent a draft of such Notice of Term Term-Conversion and evidence documenting the anticipated satisfaction of that the conditions to Term Term-Conversion set forth in Section 4.04 on 3.3 will be satisfied by the proposed Term Conversion Datedate of Term-Conversion. Subject to Section 2.16, the The Notice of Term Term-Conversion may be modified or revoked by the Borrower through the Business Banking Day specified as the proposed Term Conversion Date in the Notice of Term Conversion. The Borrower shall notify the Administrative Agent prior to the making Minimum Notice Period, and shall thereafter be irrevocable. The Notice of the Term Loans Term-Conversion shall be delivered in the event that any of the matters to which the Borrower is required to certify manner provided in the Notice of Term Conversion is no longer accurate and complete as of the Term Conversion Date, and the occurrence of Term Conversion shall constitute a re-certification by the Borrower, as of the Term Conversion Date, as to the matters to which the Borrower is required to certify in the Notice of Term Conversion or any certificate delivered in connection therewithSection 11.1.