Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuing. (ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured. (iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured. (iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepayment. (v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to Borrower; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount. (vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10 (vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00). (viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans. (ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 2 contracts
Samples: Loan and Security Agreement (Allied Healthcare Products Inc), Loan and Security Agreement (Allied Healthcare Products Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower Borrowing Agent shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiSUBSECTIONS 4(f)(ii) or 4(b)(iii4(f)(iii) of this Agreement or if an Event of Default has occurred occurred. If, with respect to any particular Loan, for any reason Borrowing Agent fails to timely select an Interest Rate or an Interest Period in accordance with the terms and is continuingconditions of this Agreement, such loans shall continue as, or revert to, Prime Rate Loans.
(ii) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower Borrowing Agent to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection SUBSECTION 4(a)(ii) of this Agreement shall not represent the effective pricing to Agent or Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower Borrowing Agent and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or Lender or its lending offices (a "Regulatory ChangeREGULATORY CHANGE"), shall, in the opinion of counsel to Agent or Lender, make it unlawful for Agent or Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower the Borrowing Agent and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower Borrowing Agent in its request (other than as a result of a default by Agent or Lender), each Borrower agrees to indemnify Agent and Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Agent or Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or Lender of principal or interest due from a Borrower to Agent or Lender hereunder (other than a change in the taxation of the overall net income of Agent or Lender); or (C) impose on Agent or Lender any other condition regarding the LIBOR Rate Loans or Lender's or Agent's funding thereof, and Lender Agent or Lender, as applicable, shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or Lender hereunder, then Borrower Borrowers shall pay to Agent or Lender, on demand, such additional amounts as Agent or Lender shall, from time to time, determine are sufficient to compensate for and indemnify Agent and Lender from such increased cost or reduced amount.
(vi) Agent and Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or Lender to reflect all additional costs incurred by Agent or Lender in connection with the payment by Agent or Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Lender Agent with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Agent or Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Agent or Lender is subsequently recovered by Agent or Lender, Lender Agent or Lender, as applicable, shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Lender Agent or Lender, as applicable, setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), ) and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by BorrowerBorrowing Agent, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Sl Industries Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuing.
(ii) Lender's Administrative Agent’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Administrative Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Administrative Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Administrative Agent shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Administrative Agent or any Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Administrative Agent or such Lender, make it unlawful for Administrative Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Administrative Agent shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Administrative Agent or a Lender), Borrower agrees to indemnify Administrative Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Administrative Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Administrative Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAdministrative Agent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Administrative Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Administrative Agent or any Lender of principal or interest due from Borrower to Administrative Agent or such Lender hereunder (other than a change in the taxation of the overall net income of such Lender); or (C) impose on Administrative Agent or any Lender any other condition regarding the LIBOR Rate Loans or Administrative Agent’s or any Lender's ’s funding thereof, and Administrative Agent’s or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Administrative Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Administrative Agent or such Lender hereunder, then Borrower shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount; provided, that such demand is made within one hundred eighty (180) days after such increased cost or reduced amount is incurred or subsequently determined to have been incurred if the determination that such increased cost or reduced amount is subsequently made as a result of a change to or reinterpretation of the Regulatory Change, from an audit of the implementation of such Regulatory Change or if such Regulatory Change has retroactive effect.
(vi) Each of Administrative Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Administrative Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Administrative Agent or such Lender to reflect all additional costs incurred by Administrative Agent or such Lender in connection with the payment by Administrative Agent or such Lender or the withholding by Borrower of such Tax and Borrower shall provide Administrative Agent or such Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Administrative Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Administrative Agent or any Lender is subsequently recovered by Administrative Agent or such Lender, Lender such party shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Administrative Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTSEach Lender organized under the laws of a jurisdiction outside the United States (a “Foreign Lender”) as to which payments to be made under this Agreement or under the notes are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (A) a properly completed and executed Internal Revenue Service Form W-8BEN or Form W-8ECI or other applicable form, INCcertificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”) or (B) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). August 27Prior to becoming a Lender under this Agreement and within fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, 2004 Page 10each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 2 contracts
Samples: Loan and Security Agreement (Cobra Electronics Corp), Loan and Security Agreement (Cobra Electronics Corp)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to US Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiSubsections 4(c)(ii) or 4(b)(iii4(c)(iii) of this Agreement or if a Default or an Event of Default has occurred and is continuing.
(ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar United States dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection Subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar United States dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate)period, Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to US Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation regulation, administrative policy or guideline or in the interpretation or administration thereof by any governmental authority Governmental Authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory ChangeREGULATORY CHANGE"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine in good faith (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Canadian Dollars ($1,000,000.00Cdn.$1,000,000), and in integral multiples of of, One Hundred Thousand and No/100 Canadian Dollars ($100,000.00Cdn.$100,000).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ixvii) No more than five (5) three Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest PeriodPeriod related thereto, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be borrowed as, or continued as or converted to to, LIBOR Rate Loans, if the any such continuation or conversion thereof would violate the provisions of subsections 4(b)(iisubparagraphs (3).
(1) (b) or 4(b)(iii(3).(1)(c) of this Agreement Exhibit A or if an Event of Default has occurred and is continuingoccurred.
(iib) LenderBank's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender Bank determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender Bank in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iisubparagraph (3)(b) of this Agreement Exhibit A shall not represent the effective pricing to Lender Bank for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Bank shall promptly notify Borrower and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to Borrower; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Amcon Distributing Co)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default, has occurred and is continuingoccurred.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iiSection 4(a)(i)(B), Section 4(a)(ii)(B), Section 4(a)(v)(B) or Section 4(a)(iv)(B) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans Revolving Loan shall be in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000.00), and in integral multiples of Fifty Thousand and No/100 Dollars ($50,000.00). Each request for LIBOR Rate CapEx Loan shall be in an amount not less than Fifty Thousand and No/100 Dollars ($50,000.00), and in integral multiples of, One Thousand and No/100 Dollars ($1,000.00). Each request for a LIBOR Rate Term C Loan shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00), and in integral multiples of, One Thousand and No/100 Dollars ($1,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five six (56) Interest Periods may be in effect with respect to outstanding LIBOR Rate Revolving Loans and LIBOR Rate Term C Loans at any one time. No more than one (1) Interest Period may be in effect with respect to outstanding LIBOR Rate CapEx Loans at any one time.”
Appears in 1 contract
Samples: Loan and Security Agreement (Medical Technology Systems Inc /De/)
Other LIBOR Provisions. (i) Subject Borrower may, on any Business Day, subject to the provisions delivery of this Agreementa Notice of Conversion/Continuation, Borrower shall have the option (A) as of any date, elect to convert all or any part portion of the Prime Base Rate Loans to, or request that new Loans be made to continue any LIBOR Rate Loan at the end of its Interest Period as, a LIBOR Rate Loans of various Interest Periods; (B) as of the last day of any Interest Period, Loan. Whenever Borrower desires to convert or continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; , Borrower shall give Lender a Notice of Conversion/Continuation, no later than 11:00 a.m. (CEastern Time) as at least three (3) Business Days before the requested conversion or continuation date. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the last day Interest Period (which shall be deemed to be thirty (30) days if not specified). If, upon the expiration of any Interest Period, to convert all or Period in respect of any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Borrower shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans. If an Event of Default has occurred and is continuing or if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement Agreement, Lender may declare that no Loan may be made, converted or if an Event of Default has occurred and is continuingcontinued as a LIBOR Rate Loan.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Base Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Base Rate Loans on the last Business Day day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepaymentprepayment and shall also pay Lender’s normal and customary administrative charges.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00), and 500,000) or in integral multiples increments of One Hundred Thousand and No/100 Dollars ($100,000.00)100,000) in excess thereof.
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Base Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Sri Surgical Express Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower Cantar U.S. shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred. Notwithstanding the foregoing, Cantar U.S. shall not request that the IRB Loans be LIBOR Rate Loans.
(ii) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower Cantar U.S. to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing -------------------- to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower Cantar U.S. and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower Cantar U.S. and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower Cantar U.S. in its request (other than as a result of a default by Agent or a Lender), Borrower Cantar U.S. agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from Borrower Cantar U.S. to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower Cantar U.S. shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Cantar U.S. shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by Borrower Cantar U.S. of such Tax and Borrower Cantar U.S. shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Cantar U.S.. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If If, after any such adjustment adjustment, any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower Cantar U.S. to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by BorrowerCantar U.S., all Loans shall be Prime Rate Loans.
(ix) No more than five (5) 3 Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans that are Revolving Loans at any one time, no more than 1 Interest Period may be in effect with respect to outstanding LIBOR Rate Loans that are Term Loan As at any one time, no more than 1 Interest Period may be in effect with respect to outstanding LIBOR Rate Loans that are Term Loan Bs at any one time, no more than 1 Interest Period may be in effect with respect to outstanding LIBOR Rate Loans that are Term Loan Cs at any one time and no more than 1 Interest Period may be in effect with respect to outstanding LIBOR Rate Loans that are Capital Expenditure Loans at any one time.
(x) The IRB Loans shall be Prime Rate Loans at all times.
Appears in 1 contract
Samples: Loan and Security Agreement (Polyair Inter Pack Inc)
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, each Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiSections 4.04(b) or 4(b)(iii4.04(c) of this Agreement or if an Event of Default has occurred and is continuing.
(iib) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower Borrowers and (1A) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2B) no additional LIBOR Rate Loans shall be made until such circumstances are curedcease to exist.
(iiic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower Borrowers and (Ai) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (Bii) no additional LIBOR Rate Loans shall be made until such circumstance is curedceases to exist.
(ivd) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by a Borrower in its request (other than as a result of a default by Lender), each Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepaymentprepayment or failure to occur.
(ve) If any Regulatory Change (whether or not having the force of law) shall (Ai) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (Bii) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from a Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (Ciii) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Lender shall promptly notify Borrower of such facts and Borrowers shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount; provided, that in lieu of such payment or at any time within 90 days thereafter, Borrower may pre-pay in full the Loans with no Termination Fee under Section 4.05(c) in connection therewith.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(viif) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00)200,000, and in integral multiples of One Hundred Thousand and No/100 Dollars (of, $100,000.00).
(viiig) Unless otherwise specified by a Borrower, all Loans shall be Prime Rate Loans.
(ixh) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Credit and Security Agreement (Mendocino Brewing Co Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an the amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five four (54) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five four (54) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (ia) Subject to the provisions of this the Agreement, Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iisubparagraphs 4(b) or 4(b)(iii4(c) of this Agreement Exhibit A or if an Event of Default has occurred and is continuingoccurred.
(iib) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender Agent determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or any Lender in the London Interbank InterBank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank InterBank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iisubparagraph 3(b) of this Agreement Exhibit A shall not represent the effective pricing to Lender Lenders for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iiic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent, any Lender or its their respective lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Agent or any Lender, make it unlawful for Agent or any Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower and (Ai) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (Bii) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(ivd) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by a Lender), Borrower agrees to indemnify Lender Agent and Lenders against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender Agent and Lenders to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender Agent and Lenders as a result of such prepayment.
(ve) If any Regulatory Change (whether or not having the force of law) shall (Ai) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (Bii) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from Borrower to Agent or any Lender hereunder (other than a change in the taxation of the overall net income of Agent or any Lender); or (Ciii) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower shall pay to LenderAgent and Lenders, on demand, such additional amounts as Lender Agent and Lenders shall, from time to time, determine are sufficient to compensate and indemnify Lender Agent and Lenders from such increased cost or reduced amount.
(vif) Lender Agent and Lenders shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If If
(A1) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B2) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender Agent and Lenders with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender Agent and Lenders of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or any Lender, Agent or any Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viiig) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ixh) No more than five eight (5) 8) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time. Each LIBOR Rate Loan shall be in an amount not less than One Million and no/100 Dollars ($1,000,000.00), and in integral multiples of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); provided, however, not more than two (2) LIBOR Rate Loans outstanding at any time shall be in an amount less than Five Million and no/100 Dollars ($5,000,000.00).
Appears in 1 contract
Samples: Loan and Security Agreement (Amcon Distributing Co)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower Representative, on behalf of each Borrower, shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred. Notwithstanding the foregoing, without the consent of the Required Lenders, Borrower Representative, on behalf of each Borrower, shall not be permitted (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods, or (B) as of the last day of any Interest Period, to continue all or any portion of any LIBOR Rate Loans as a LIBOR Rate Loan to the extent the expiration of such continued LIBOR Rate Loan's Interest Period occurs after such LIBOR Rate Loan's LIBOR Termination Date.
(ii) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower Representative to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower Representative and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower Representative and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the Borrower Representative in its request (other than as a result of a default by Agent or a Lender), each Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from a Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower Borrowers shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by a Borrower of such Tax and Borrower Representative shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of of, One Hundred Thousand Million and No/100 Dollars ($100,000.001,000,000.00).
(viii) Unless otherwise specified by BorrowerBorrower Representative, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Amcon Distributing Co)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower Representative shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is remains continuing.
(ii) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower Representative and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its their lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify the Borrower Representative and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the Borrower Representative in its request (other than as a result of a default by Agent or a Lender), each Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If If, after the date hereof, any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from a Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender Agent or such party, of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower Borrowers shall pay to Agent or such Lender, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by a Borrower of such Tax and Borrower Representative shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest errorpresumptive evidence therefor. If after any such adjustment any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusivepresumptive evidence therefore. Each Lender that is organized under the laws of a jurisdiction other than the United States shall, absent manifest error. ALLIED HEALTHCARE PRODUCTSprior to the due date of any Liabilities, INC. August 27execute and deliver to the Borrowers and the Agent, 2004 Page 10on or about the first scheduled payment date in each Fiscal Year, one or more (as the Borrowers or the Agent may reasonably request) United States Internal Revenue Service Form W-8 BEN or Form W-8 ECI or such other forms or documents (or successor forms or documents), appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Lender is exempt from withholding or deduction of Taxes.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of One Five Hundred Thousand and No/100 Dollars ($100,000.00500,000).
(viii) Unless otherwise specified by BorrowerBorrower Representative, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) 8 Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
(x) If any Lender (A) has required the Borrowers to pay additional amounts in respect of withholding Taxes pursuant to subsection 4(b)(vi), (ii) has notified the Borrowers and the Agent of its incurring increased costs under subsections 4(b)(v) or 4(c)(vi) or (iii) asserts under subsection 4(b)(ii) or (iii) that it is unlawful for it to make and maintain LIBOR Rate Loans, in each case when no other Lender has also made such assertion, then the Borrower Representative may, unless (A) any Default or Event of Default has occurred and is continuing, (B) such Lender has notified the Borrowers and the Agent that the circumstances giving rise to such notice no longer apply or (C) more than ten (10) Business Days shall have passed since the date of such notice or assertion without the Borrower Representative delivering a Notice of Termination to such Lender in accordance with this Section, terminate, in whole but not in part, the Revolving Loan Commitments of any Lender (the "Terminated Lender") at any time upon ten (10) Business Days' prior written notice to the Terminated Lender and the Agent (such notice referred to herein as a "Notice of Termination"), provided that such termination shall be in accordance with subsection 4(b)(xi).
(xi) In order to effect the termination of the Revolving Loan Commitments of the Terminated Lender, the Borrowers shall: (A) obtain an agreement with one or more Lenders to increase their respective Revolving Loan Commitments and/or (B) request any one or more other banking or other financial institutions reasonably acceptable to the Agent to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept the Terminated Lender's Revolving Loan Commitments; provided, however, that each such banking or financial institution shall be one of the Lenders or a commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000 reasonably acceptable to Agent, or shall be acceptable to the Agent and the Requisite Lenders and become a party by executing an assignment agreement (the Lenders or other banking or other financial institutions that agree to accept in whole or in part the Revolving Loan Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Revolving Loan Commitments of the Replacement Lenders under clauses (A) and (B) above equal the Revolving Loan Commitment of the Terminated Lender. The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Revolving Loan Commitments and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Revolving Loan Commitments to be assigned to each Replacement Lender. On the Lender Termination Date, (v) the Terminated Lender shall by execution and delivery of an assignment agreement assign its Revolving Loan Commitments to the Replacement Lender or Replacement Lenders indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding, (w) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the assignment between Terminated Lenders and Replacement Lender, to the order of the Replacement Lender or Replacement Lenders, (x) the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender at a price equal to the unpaid principal amount thereof plus all interest, fees and other Liabilities owing to such Terminated Lender accrued and unpaid to the Lender Termination Date, (y) the Replacement Lender or Replacement Lenders will thereupon succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 28, and the Terminated Lender will have the rights and benefits of an assignor under Section 28, and (z) following the consummation of the replacement of the Terminated Lender, Terminated Lender will deliver to Agent the Note previously delivered to Terminated Lender for redelivery to Borrowers and Borrowers will deliver to the Replacement Lender, a new executed Note evidencing Replacements Lender's Pro Rata Share in the Loans after giving effect to the replacement of Terminated Lender as set forth herein (such new Note will be issued in the aggregate maximum principal amount of the Revolving Loan Commitment of the Replacement Lender). To the extent not in conflict, the terms of Section 28 shall supplement the provisions of this subsection 4(b)(xi).
Appears in 1 contract
Samples: Loan and Security Agreement (Poindexter J B & Co Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as B)as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory ChangeREGULATORY CHANGE"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.001,000,000), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) [FIVE] Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Delphax Technologies Inc)
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iisubparagraphs (4).
(1) or 4(b)(iii(b) and (4).(1)(c) of this Agreement Exhibit A or if an Event of Default has occurred and is continuingoccurred.
(iib) LenderBank's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender Bank determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender Bank in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iisubparagraph (4)(b) of this Agreement Exhibit A shall not represent the effective pricing to Lender Bank for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTSBORROWER: DORSON SPORTS, INC. August INITIALED FOR BORROXXX XX: /s/ LG ---------------------- DATE: MAY 27, 2004 Page 8 1998 INITIALED FOR BANK BY: /s/ RSC _______ -------------------------- EXHIBIT A-SPECIAL PROVISIONS - PAGE 5 ------------------------------------- Attached to and made a part of that certain Loan and Security Agreement of even date herewith between DORSON SPORTS, INC. ("Borrower") and LASALLE NATIONAL BANK ("Bank"). official reserve requirements required by Regulation D to the extent not given effect in determining the rate), Lender Bank shall promptly notify Borrower and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to Borrower; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Empire of Carolina Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured, and (C) Borrower may voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after the occurrence of such Regulatory Change and Borrower terminates this Agreement.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Agent or a Lender), Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by Borrower of such Tax and Borrower shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If If, after any such adjustment adjustment, any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Easy Gardener Products LTD)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, US Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be made as, continued as or converted to LIBOR Rate Loans, if the making, continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by US Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify US Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify the requesting US Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by US Borrower in its request (other than as a result of a default by Lender), US Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from US Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then US Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) US Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by US Borrower of such Tax and US Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by US Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse US Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor in reasonable detail shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by US Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, each Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or of any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiParagraphs (5)(b) or 4(b)(iii(5)(c) of this Agreement Exhibit A or if an Event of Default has occurred and is continuing.
(iib) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar dollar deposits of sufficient amount and maturity for funding the Loans Loan are not available to Agent or any Lender in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iiParagraph (4)(b) of this Agreement Exhibit A shall not represent the effective pricing to Lender Lenders for U.S. Dollar dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify such Borrower (after Agent is notified by any such Lender), and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iiic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent, any Lender or its their respective lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Agent or any Lender, make it unlawful for Agent or any Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify each Borrower and (Ai) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (Bii) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(ivd) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by a Borrower in its request (other than as a result of a default by a Lender), Borrower agrees Borrowers agree to indemnify Lender Agents and Lenders against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loanrepaid), cost or expense incurred by Lender the Agents and Lenders as a result of such prepayment.
(ve) If any Regulatory Change (whether or not having the force of law) shall (Ai) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, Agent or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (Bii) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax tax, levy, impost, duty, deduction, withholding or charges of whatever nature required (x) to be paid by Agent or any Lender and/or (y) to be withheld or deducted from any payment otherwise required to be made by a Borrower to Agent or any Lender (but excluding any taxes imposed on the net income of Agent or any Lender) (a "Tax") or change the basis of taxation of payments to Agent or any Lender of principal or interest due from Borrower to Lender Agent and Lenders hereunder (other than a change in the taxation of the overall net income of Agent or any Lender); or (Ciii) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by the Agent or such Lender hereunder, then Borrower Borrowers shall pay to LenderAgent or such Lender hereunder, on demand, such additional amounts amount as Lender Agent and Lenders shall, from time to time, determine are sufficient to compensate and indemnify Agent and Lenders from such increased cost or reduced amount. Notwithstanding the foregoing, in the event that a Borrower is required to indemnify any Lender from such increased cost or reduced amountamount under this subparagraph (5)(e), such Borrower may request in writing that Agent seek a replacement Lender for any such Lender requesting indemnification, which replacement Lender would not be subject to the same increased costs as the Lender seeking indemnification. If Agent is unable to find a replacement Lender within sixty (60) days of the request therefor by a Borrower, such Borrower may seek a replacement Lender, which replacement Lender must be acceptable to Agent in its reasonable discretion. Prior to any such replacement Lender becoming a party thereto, such Borrower shall be required to pay all amounts required under this subparagraph (5)(e).
(vif) Lender Agent and Lenders shall receive payments of amounts of principal and of the interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (Ax) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (By) any Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender Agent to reflect all additional costs incurred by Agent or any Lender in connection with the payment by Agent or any Lender or the withholding by any Borrower of such Tax and such Borrower shall provide Lender Bank with a statement detailing the amount of any such Tax actually paid by such Borrower. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such pay shall reimburse the applicable Borrower to the extent of the amount so recovered. A certificate of an officer of the affected Agent or Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(viig) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of One Five Hundred Thousand and No/100 Dollars ($100,000.00)500,000) thereafter.
(viiih) No more than six (6) LIBOR Rate Loans may be outstanding at any time.
(i) Unless otherwise specified by a Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Empire of Carolina Inc)
Other LIBOR Provisions. (i) Subject Borrower may, on any Business Day, subject to the provisions delivery of this Agreementa Notice of Conversion/Continuation, Borrower shall have the option (A) as of any date, elect to convert all or any part portion of the Prime Base Rate Loans to, or request that new Loans be made to continue any LIBOR Rate Loan at the end of its Interest Period as, a LIBOR Rate Loans of various Interest Periods; (B) as of the last day of any Interest Period, Loan. Whenever Borrower desires to convert or continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; , Borrower shall give Lender a Notice of Conversion/Continuation, no later than 11:00 a.m. (Ccst) as at least three (3) Business Days before the requested conversion or continuation date. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the last day Interest Period (which shall be deemed to be thirty (30) days if not specified). If, upon the expiration of any Interest Period, to convert all or Period in respect of any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Borrower shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans. If an Event of Default has occurred and is continuing or if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement Agreement, Lender may declare that no Loan may be made, converted or if an Event of Default has occurred and is continuingcontinued as a LIBOR Rate Loan.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Base Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Base Rate Loans on the last Business Day day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepaymentprepayment and shall also pay Lender’s normal and customary administrative charges.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.any
Appears in 1 contract
Samples: Loan and Security Agreement (Sri Surgical Express Inc)
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, each Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or of any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiParagraphs (16)(b) or 4(b)(iiiand (16)(c) of this Agreement Exhibit A or if an Event of Default has occurred and is continuing.
(iib) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar dollar deposits of sufficient amount and maturity for funding the Loans Loan are not available to Agent or any Lender in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iiParagraph (4)(b) of this Agreement Exhibit A shall not represent the effective pricing to Lender Lenders for U.S. Dollar dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify such Borrower (after Agent is notified by any such Lender), and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iiic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent, any Lender or its their respective lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Agent or any Lender, make it unlawful for Agent or any Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify each Borrower and (Ai) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (Bii) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(ivd) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by a Borrower in its request (other than as a result of a default by a Lender), Borrower agrees Borrowers agree to indemnify Lender Agents and Lenders against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loanrepaid), cost or expense incurred by Lender the Agents and Lenders as a result of such prepayment.
(ve) If any Regulatory Change (whether or not having the force of law) shall (Ai) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, Agent or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (Bii) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to Agent or any Lender of principal or interest due from Borrower to Lender Agent and Lenders hereunder (other than a change in the taxation of the overall net income of Agent or any Lender); or (Ciii) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by the Agent or such Lender hereunder, then Borrower Borrowers shall pay to LenderAgent or such Lender hereunder, on demand, such additional amounts amount as Lender Agent and Lenders shall, from time to time, determine are sufficient to compensate and indemnify Lender Agent and Lenders from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(viif) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.001,000,000), and in integral multiples of One Five Hundred Thousand and No/100 Dollars ($100,000.00)500,000) thereafter.
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ixg) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans may be outstanding at any one time.
(h) Unless otherwise specified by a Borrower, a Loans shall be Prime Rate Loans.
Appears in 1 contract
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, each Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuing.
(ii) Lender's Agent’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower Representative on behalf of a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify such Borrower Representative and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower Representative and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower Representative in its request (other than as a result of a default by Agent or a Lender), each Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from a Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent’s or any Lender's ’s funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower Borrowers shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, reasonably determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) any Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If If, after any such adjustment adjustment, any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.001,000,000), and in integral multiples of of, One Hundred Thousand Million and No/100 Dollars ($100,000.001,000,000).
(viii) Unless otherwise specified by BorrowerBorrower Representative, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Coachmen Industries Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower the Borrowing Agent, shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans made to Borrowers to, or request that new Loans be made to Borrowers as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the relevant LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be made or continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingexists.
(ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower Borrowers to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower Borrowing Agent and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower the Borrowing Agent and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan is not made and/or does not occur on a date specified by Borrower the Borrowing Agent in its request (other than as a result of a default by Lender), Borrower agrees the Borrowers agree to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepaymentprepayment (such costs, expenses or loss, "Breakage Costs").
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from a Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower the applicable Borrowers shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00)1,000,000, and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00)100,000.
(viii) Unless otherwise specified by BorrowerBorrowing Agent, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans may be outstanding at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Am Communications Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, each Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify such Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify the requesting Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the requesting Borrower in its request (other than as a result of a default by Lender), each Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from a Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower Borrowers shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of of, One Hundred Thousand Million and No/100 Dollars ($100,000.001,000,000.00).
(viii) Unless otherwise specified by a Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Novitron International Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event ------------------- --------- of Default has occurred and is continuing.
(ii) LenderAgent's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective ------------------- pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Agent or a Lender), Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent's or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount; provided, that such demand is made within one hundred eighty (180) days after such increased cost or reduced amount is incurred or subsequently determined to have been incurred if the determination that such increased cost or reduced amount is subsequently made as a result of a change to or reinterpretation of the Regulatory Change, from an audit of the implementation of such Regulatory Change or if such Regulatory Change has retroactive effect.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by Borrower of such Tax and Borrower shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
Each Lender organized under the laws of a jurisdiction outside the United States (viia "Foreign Lender") Each request for LIBOR Rate Loans as to which payments to be made under this Agreement or under the notes are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall be in an amount not less than One Million provide to Borrower and No/100 Dollars Agent ($1,000,000.00), A) a properly completed and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.executed Internal Revenue Service
Appears in 1 contract
Samples: Loan and Security Agreement (Cobra Electronics Corp)
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, Borrower Borrowers shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiSections 4.04(b) or 4(b)(iii4.04(c) of this Agreement or if an Event of Default has occurred and is continuing.
(iib) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower Borrowers to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower Borrowers and (1A) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2B) no additional LIBOR Rate Loans shall be made until such circumstances are curedcease to exist.
(iiic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower Borrowers and (Ai) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (Bii) no additional LIBOR Rate Loans shall be made until such circumstance is curedceases to exist.
(ivd) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower Borrowers in its their request (other than as a result of a default by Lender), Borrower agrees Borrowers agree to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepaymentprepayment or failure to occur.
(ve) If any Regulatory Change (whether or not having the force of law) shall (Ai) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (Bii) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower Borrowers to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (Ciii) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower Borrowers shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(viif) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Three Hundred Thousand and No/100 Dollars ($300,000.00), and in integral multiples of, $100,000.00).
(viiig) Unless otherwise specified by BorrowerBorrowers, all Loans shall be Prime Rate Loans.
(ixh) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Credit and Security Agreement (Clark Holdings Inc.)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory ChangeREGULATORY CHANGE"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Allied Healthcare Products Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant Ver 9 period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Obsidian Enterprises Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, each Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify such Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify the requesting Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the requesting Borrower in its request (other than as a result of a default by Lender), each Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from a Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower Borrowers shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by a Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iisubparagraphs 4.1(b) or 4(b)(iiiand 4.1(c) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(iib) LenderBank's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender Bank determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Smithway Motor Xpress, Inc. East West Motor Express, Inc. July 7, 2004 Page 8 Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender Bank in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) Paragraph 4 of this Agreement shall not represent the effective pricing to Lender Bank for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Bank shall promptly notify Borrower and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iiic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender Bank or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to LenderBank, make it unlawful for Lender Bank to make or maintain LIBOR Rate Loans, then Lender Bank shall promptly notify Borrower and (Ai) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (Bii) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(ivd) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by LenderBank), Borrower agrees to indemnify Lender Bank against any loss (including any loss on redeployment Smithway Motor Xpress, Inc. East West Motor Express, Inc. July 7, 2004 Page 9 of the deposits or other funds acquired by Lender Bank to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender Bank as a result of such prepayment.
(ve) If any Regulatory Change (whether or not having the force of law) shall (Ai) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerBank; (Bii) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender Bank or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender Bank of principal or interest due from Borrower to Lender Bank hereunder (other than a change in the taxation of the overall net income of LenderBank); or (Cc) impose on Lender Bank any other condition regarding the LIBOR Rate Loans or LenderBank's funding thereof, and Lender Bank shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender Bank of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender Bank hereunder, then Borrower shall pay to LenderBank, on demand, such additional amounts as Lender Bank shall, from time to time, determine are sufficient to compensate and indemnify Lender Bank from such increased cost or reduced amount.
(vif) Lender Bank shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A1) Lender Bank shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B2) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender Bank to reflect all additional costs incurred by Lender Bank in connection with the payment by Lender Bank or the withholding by Borrower of such Tax and Borrower shall provide Lender Bank with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender Bank of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid Smithway Motor Xpress, Inc. East West Motor Express, Inc. July 7, 2004 Page 10 by Lender Bank is subsequently recovered by LenderBank, Lender Bank shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender Bank setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(viig) Each request for LIBOR Rate Loans shall be in an amount not less than One Two Million and No/100 Dollars ($1,000,000.002,000,000.00), and in integral multiples of One Hundred Thousand of, Two Million and No/100 Dollars ($100,000.002,000,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Smithway Motor Xpress Corp)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or -------------------- 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuing.occurred. ---------
(ii) Lender's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the LIBOR Rate Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Gibraltar Packaging Group Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) 0 or 4(b)(iii) 000 of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) 0 of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One of, Five Hundred Thousand and No/100 Dollars ($100,000.00500,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, each Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify such Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify the requesting Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the requesting Borrower in its request (other than as a result of a default by Lender), each Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from a Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower Borrowers shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by a Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Wells Gardner Electronics Corp)
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iisubparagraphs (4).
(1) or 4(b)(iii(b) and (4).(1)(c) of this Agreement Exhibit A or if an Event of Default has occurred and is continuingoccurred.
(iib) LenderBank's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender Bank determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender Bank in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iisubparagraph (4)(b) of this Agreement Exhibit A shall not represent the effective pricing to Lender Bank for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTSBORROWER: APPLE SPORTS, INC. August INITIALED FOR BORROWER BY: /s/ LG ---------------------- DATE: MAY 27, 2004 Page 8 1998 INITIALED FOR BANK BY: /s/ RSC _______ -------------------------- EXHIBIT A-SPECIAL PROVISIONS - PAGE 5 ------------------------------------- Attached to and made a part of that certain Loan and Security Agreement of even date herewith between APPLE SPORTS, INC. ("Borrower") and LASALLE NATIONAL BANK ("Bank"). official reserve requirements required by Regulation D to the extent not given effect in determining the rate), Lender Bank shall promptly notify Borrower and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to Borrower; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Empire of Carolina Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this AgreementAgreement and so long as no Event of Default exists, each Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Base Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Base Rate Loans; and (D) at any time, to request new Loans as Prime Base Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred. Furthermore, during the continuance of an Event of Default, Agent may in its sole discretion elect to convert all LIBOR Rate Loans to Base Rate Loans as of any date.
(ii) Lender's Agent’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar United States dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify such Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Base Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify the requesting Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Base Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the requesting Borrower in its request (other than as a result of a default by Agent or a Lender), each Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from a Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent’s or any Lender's ’s funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower Borrowers shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If If, after any such adjustment adjustment, any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Two Hundred Fifty Thousand and No/100 Dollars ($100,000.00250,000) and in integral multiples of Two Hundred Fifty Thousand and No/100 Dollars ($250,000).
(viii) Unless otherwise specified by a Borrower, all Loans shall be Prime Base Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Omni Energy Services Corp)
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiParagraphs (3).
(1) or 4(b)(iii(b) and (3).(1)(c) of this Agreement Exhibit A or if an Event of Default has occurred and is continuingoccurred.
(iib) LenderBank's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender Bank determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender Bank in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iiParagraph (3)(b) of this Agreement Exhibit A shall not represent the effective pricing to Lender Bank for U.S. Dollar deposits of a comparable amount for Attached to and made a part of that a certain Loan and Security Agreement, as it may be amended in accordance with its terms from time to time, including all exhibits attached thereto (the "Agreement") of even date herewith by and between Colonial Commercial Sub Corp. ("Borrower") and LaSalle Bank National Association ("Bank"). the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Bank shall promptly notify Borrower and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to Borrower; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Colonial Commercial Corp)
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iisubparagraphs (4).
(1) or 4(b)(iii(b) and (4).(1)(c) of this Agreement Exhibit A or if an Event of Default has occurred and is continuingoccurred.
(iib) LenderBank's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender Bank determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender Bank in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iisubparagraph (4)(b) of this Agreement Exhibit A shall not represent the effective pricing to Lender Bank for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTSBORROWER: APPLE GOLF SHOES, INC. August INITIALED FOR BORROWER BY: /s/ LG ---------------------- DATE: MAY 27, 2004 Page 8 1998 INITIALED FOR BANK BY: /s/ RSC _______ -------------------------- EXHIBIT A-SPECIAL PROVISIONS - PAGE 5 ------------------------------------- Attached to and made a part of that certain Loan and Security Agreement of even date herewith between APPLE GOLF SHOES, INC. ("Borrower") and LASALLE NATIONAL BANK ("Bank"). official reserve requirements required by Regulation D to the extent not given effect in determining the rate), Lender Bank shall promptly notify Borrower and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to Borrower; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Empire of Carolina Inc)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's Agent’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Agent or a Lender), Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent’s or any Lender's ’s funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by Borrower of such Tax and Borrower shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If If, after any such adjustment adjustment, any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five six (56) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (i) Subject to the provisions of this AgreementAgreement and so long as no Event of Default exists, each Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred. Furthermore, during the continuance of an Event of Default, Agent may in its sole discretion elect to convert all LIBOR Rate Loans to Prime Rate Loans as of any date.
(ii) Lender's Agent’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify such Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify the requesting Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the requesting Borrower in its request (other than as a result of a default by Agent or a Lender), each Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from a Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent’s or any Lender's ’s funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower Borrowers shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If If, after any such adjustment adjustment, any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.001,000,000), and in integral multiples of of, One Hundred Thousand Million and No/100 Dollars ($100,000.001,000,000).
(viii) Unless otherwise specified by a Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Omni Energy Services Corp)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower Representative, on behalf of each Borrower, shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred. Notwithstanding the foregoing, without the consent of the Required Lenders, Borrower Representative, on behalf of each Borrower, shall not be permitted (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods, or (B) as of the last day of any Interest Period, to continue all or any portion of any LIBOR Rate Loans as a LIBOR Rate Loan to the extent the expiration of such continued LIBOR Rate Loan’s Interest Period occurs after such LIBOR Rate Loan’s LIBOR Termination Date.
(ii) Lender's Agent’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower Representative to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower Representative and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower Representative and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the Borrower Representative in its request (other than as a result of a default by Agent or a Lender), each Borrower agrees to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from a Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent’s or any Lender's ’s funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower Borrowers shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by a Borrower of such Tax and Borrower Representative shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of of, One Hundred Thousand Million and No/100 Dollars ($100,000.001,000,000.00).
(viii) Unless otherwise specified by BorrowerBorrower Representative, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Amcon Distributing Co)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, each Borrower shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be made as, continued as or converted to LIBOR Rate Loans, if the making, continuation or conversion thereof would violate the provisions of subsections 4(b)(ii) or 4(b)(iii) of this Agreement or if an Event of Default has occurred and is continuingoccurred.
(ii) Lender's ’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(ii) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify such Borrower and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify the requesting Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the requesting Borrower in its request (other than as a result of a default by Lender), each Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), ) cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from a Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's ’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower Borrowers shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor in reasonable detail shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of of, One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by a Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower the Borrowers shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as LIBOR Rate Loans or Prime Rate Loans; provided, PROVIDED that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiSUBSECTIONS 4(B)(II) or 4(b)(iii4(B)(III) of this Agreement or if an Event of Default has occurred and is continuing.
(ii) LenderAgent's determination of the LIBOR Rate as provided above above, shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period Period, that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower Representative, on behalf of Borrowers, to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iiSUBSECTION 4(A) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower Representative and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, ,or any change in in, any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "Regulatory ChangeREGULATORY CHANGE"), shall, in the opinion of counsel to Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify Borrower Representative and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or Interest Periods, or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid repaid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower Representative in its request (other than as a result of a default by Agent or a Lender), Borrower agrees the Borrowers agree jointly and severally to indemnify Agent and each Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Agent or such Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from Borrower the Borrowers to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (C) impose on Lender Lenders any other condition regarding the LIBOR Rate Loans or Agent's or any Lender's funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower the Borrowers shall be jointly and severally obligated to pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount.
(vi) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower the Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by Borrower the Borrowers of such Tax and Borrower the Borrowers shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by Borrowerthe Borrowers. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower the Borrowers to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount of not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by BorrowerBorrower Representative, all Loans shall be Prime Rate Loans.
(ix) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
(x) No more than ninety percent (90%) of the aggregate principal amount of Loans outstanding at any one time may be LIBOR Rate Loans.
Appears in 1 contract
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, Borrower the Borrowers shall have the option (A) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (B) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (D) at any time, to request new Loans as Prime Rate Loans; providedPROVIDED, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiSUBSECTIONS 4(B)(II) or 4(b)(iii4(B)(III) of this Agreement or if an Event of Default has occurred and is continuing.
(ii) Lender's determination of the LIBOR Rate as provided above above, shall be conclusive, absent manifest error. Furthermore, if Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period Period, that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower the Borrowers to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iiSUBSECTION 4(A)(II) of this Agreement shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower the Borrowers and (1) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in in, any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory ChangeREGULATORY CHANGE"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower the Borrowers and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or Interest Periods, or on such earlier date as required by law, law and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid repaid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower any of the Borrowers in its their request (other than as a result of a default by Lender), Borrower agrees the Borrowers agree jointly and severally to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerLender; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower the Borrowers to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower the Borrowers shall be jointly and severally obligated to pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (B) Borrower the Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower the Borrowers of such Tax and Borrower the Borrowers shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrowerthe Borrowers. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower the Borrowers to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(vii) Each request for LIBOR Rate Loans shall be in an amount of not less than One Million Five Hundred Thousand and No/100 Dollars ($1,000,000.00500,000), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00100,000).
(viii) Unless otherwise specified by Borrowerthe Borrowers, all Loans shall be Prime Rate Loans.
(ix) No more than five six (56) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
(x) No more than ninety percent (90%) of the aggregate principal amount of Loans outstanding at any one time may be LIBOR Rate Loans.
Appears in 1 contract
Samples: Loan and Security Agreement (DHB Capital Group Inc /De/)
Other LIBOR Provisions. (i) Subject to the provisions of this Agreement, the Borrower shall have the option (A) as of any date, to convert all or any part of the Prime U.S. Base Rate Loans to, or request that new Revolving Loans denominated in U.S. Dollars be made as, LIBOR LIBO Rate Loans of various LIBO Interest Periods; , (B) as of the last day of any LIBO Interest Period, to continue all or any portion of the relevant LIBOR LIBO Rate Loans as LIBOR LIBO Rate Loans; (C) as of the last day of any LIBO Interest Period, to convert all or any portion of the LIBOR LIBO Rate Loans to Prime U.S. Base Rate Loans; and (D) at any time, to request new Revolving Loans as Prime U.S. Base Rate Loans; provided, that Loans may not be continued as or converted to LIBOR LIBO Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections SUBSECTIONS 4(b)(ii) or 4(b)(iii) of this Agreement or of if an Event of Default has occurred and is continuingoccurred.
(ii) LenderLaSalle's determination of the LIBOR LIBO Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender LaSalle determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any LIBO Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Lender LaSalle in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by the Borrower to be LIBOR LIBO Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iiSUBSECTION 4(a) of this Agreement shall not represent the effective pricing to Lender LaSalle for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D any Governmental Authority to the extent not given effect in determining the rate), Lender LaSalle shall promptly notify the Borrower and (1) all existing LIBOR LIBO Rate Loans shall convert to Prime U.S. Base Rate Loans upon the end of the applicable Interest Period, and (2) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iii) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Rate Loans, then Lender shall promptly notify Borrower and (A) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, and (B) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(iv) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by Lender), Borrower agrees to indemnify Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Lender as a result of such prepayment.
(v) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to Borrower; (B) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (C) impose on Lender any other condition regarding the LIBOR Rate Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(vii) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viii) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ix) No more than five (5) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, each Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Floating Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Floating Rate Loans; and (Div) at any time, to request new Loans as Prime Floating Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, Loans if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iiSections 4.05(b) or 4(b)(iii4.05(c) of this Agreement or if an Event of Default has occurred and is continuing.
(iib) Lender's Agent’s determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Agent or any Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by a Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iiSections 4.01(b) of this Agreement shall not represent the effective pricing to such Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Agent shall promptly notify Borrower Representative and (1A) all existing LIBOR Rate Loans shall convert to Prime Floating Rate Loans upon the end of the applicable Interest Period, and (2B) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iiic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority Governmental Authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Agent or any Lender or its lending offices (a "“Regulatory Change"”), shall, in the opinion of counsel to Agent or such Lender, make it unlawful for Agent or such Lender to make or maintain LIBOR Rate Loans, then Lender Agent shall promptly notify the Borrower Representative and (Ai) the LIBOR Rate Loans shall immediately convert to Prime Floating Rate Loans on the last Business Day of the then then-existing Interest Period or on such earlier date as required by law, law and (Bii) no additional LIBOR Rate Loans shall be made until such circumstance is cured.
(ivd) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by the Borrower Representative in its request (other than as a result of a default by Agent or a Lender), each Borrower agrees to indemnify Agent and each Lender against any loss (other than any lost profits but including any loss on costs of redeployment of the deposits or other funds acquired by Agent or such Lender to fund or maintain such LIBOR Rate Loan), cost or expense incurred by Agent or such Lender as a result of such prepayment.
(ve) If any Regulatory Change (whether or not having the force of law) shall (Ai) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerAgent or any Lender; (Bii) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Agent or any Lender or the LIBOR Rate Loans to any Tax or change the basis of taxation of payments to Agent or any Lender of principal or interest due from a Borrower to Agent or such Lender hereunder (other than a change in the taxation of the overall net income of Agent or such Lender); or (Ciii) impose on Agent or any Lender any other condition regarding the LIBOR Rate Loans or Agent’s or any Lender's ’s funding thereof, and Agent or any Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Agent or such Lender of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Agent or such Lender hereunder, then Borrower Borrowers shall pay to Lendersuch party, on demand, such additional amounts as Lender such party shall, from time to time, determine are sufficient to compensate and indemnify Lender such party from such increased cost or reduced amount, provided that Agent shall use reasonable efforts to provide Borrowers with a calculation of the amounts due, such calculation to provide reasonable detail of the circumstances of such Regulatory Change and the calculation thereof.
(vif) Each of Agent and each Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (Ai) Agent or any Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereofthereof or, or (Bii) Borrower Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Agent or such Lender to reflect all additional costs incurred by Agent or such Lender in connection with the payment by Agent or such Lender or the withholding by a Borrower of such Tax and Borrower Borrowers shall provide Agent or such Lender with a statement detailing the amount of any such Tax actually paid by BorrowerBorrowers. Determination by Agent or any Lender of the amount of such costs shall be conclusive, absent manifest error. If If, after any such adjustment adjustment, any part of any Tax paid by Agent or any Lender is subsequently recovered by Agent or such Lender, Lender such party shall reimburse Borrower Borrowers to the extent of the amount so recovered. A certificate of an officer of Agent or any Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10.
(viig) Each request for LIBOR Rate Loans shall be in an amount not less than Five Million and No/100 Dollars ($5,000,000.00), and in integral multiples of One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000.00).
(viiih) Unless otherwise specified by a Borrower, all Loans shall be Prime Floating Rate Loans.
(ixi) No more than five four (54) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
Appears in 1 contract
Other LIBOR Provisions. (ia) Subject to the provisions of this Agreement, Borrower shall have the option (Ai) as of any date, to convert all or any part of the Prime Rate Loans to, or request that new Loans be made as, LIBOR Rate Loans of various Interest Periods; , (Bii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loans as LIBOR Rate Loans; (Ciii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to Prime Rate Loans; and (Div) at any time, to request new Loans as Prime Rate Loans; provided, that Loans may not be continued as or converted to LIBOR Rate Loans, if the continuation or conversion thereof would violate the provisions of subsections 4(b)(iisubparagraphs (5).
(1) or 4(b)(iii(b) and (5).(1)(c) of this Agreement First Amended and Restated Exhibit A or if an Event of Default has occurred and is continuing.
(iib) LenderBank's determination of the LIBOR Rate as provided above shall be conclusive, absent manifest error. Furthermore, if Lender Bank determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (Ai) U.S. Dollar Attached to and made a part of that certain Loan and Security Agreement dated June 6, 1996 (the "Agreement") by and between Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank National Association f/k/a LaSalle National Bank ("Bank"). deposits of sufficient amount and maturity for funding the Loans are not available to Lender Bank in the London Interbank Eurodollar market in the ordinary course of business, or (Bii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applied applicable to the Loans requested by Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in subsection 4(a)(iisubparagraph (5)(b) of this Agreement First Amended and Restated Exhibit A shall not represent the effective pricing to Lender Bank for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 8 requirements required by Regulation D to the extent not given effect in determining the rate), Lender Bank shall promptly notify Borrower and (1x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (2y) no additional LIBOR Rate Loans shall be made until such circumstances are cured.
(iiic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender Bank or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to LenderBank, make it unlawful for Lender Bank to make or maintain LIBOR Rate Loans, then Lender Bank shall promptly notify Borrower and (Ai) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law, law and (Bii) no additional LIBOR Rate Loans shall be made until such circumstance is cured. Attached to and made a part of that certain Loan and Security Agreement dated June 6, 1996 (the "Agreement") by and between Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank National Association f/k/a LaSalle National Bank ("Bank").
(ivd) If, for any reason, a LIBOR Rate Loan is paid prior to the last Business Day of any Interest Period or if a LIBOR Rate Loan does not occur on a date specified by Borrower in its request (other than as a result of a default by LenderBank), Borrower agrees to indemnify Lender Bank against any loss (including any loss on redeployment of the deposits or other funds acquired by Lender to fund or maintain such LIBOR Rate Loanrepaid), cost or expense incurred by Lender Bank as a result of such prepayment.
(ve) If any Regulatory Change (whether or not having the force of law) shall (Ai) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender with respect to BorrowerBank; (Bii) subject ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 9 Lender Bank or the LIBOR Rate Loans to any Tax tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to Lender Bank of principal or interest due from Borrower to Lender Bank hereunder (other than a change in the taxation of the overall net income of LenderBank); or (Cc) impose on Lender Bank any other condition regarding the LIBOR Rate Loans or LenderBank's funding thereof, and Lender Bank shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase materially the cost to Lender Bank of making or maintaining the LIBOR Rate Loans or to reduce materially the amount of principal or interest received by Lender Bank hereunder, then Borrower shall pay to LenderBank, on demand, such additional amounts as Lender Bank shall, from time to time, determine are sufficient to compensate and indemnify Lender Bank from such increased cost or reduced amount.
(vi) Lender shall receive payments of amounts of principal and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Taxes. If (A) Lender shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof, or (B) Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. ALLIED HEALTHCARE PRODUCTS, INC. August 27, 2004 Page 10
(viif) Each request for LIBOR Rate Loans shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00), and in integral multiples of One Two Hundred Thousand and No/100 Dollars ($100,000.00200,000.00). Attached to and made a part of that certain Loan and Security Agreement dated June 6, 1996 (the "Agreement") by and between Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank National Association f/k/a LaSalle National Bank ("Bank").
(viiig) Unless otherwise specified by Borrower, all Loans shall be Prime Rate Loans.
(ixh) No more than five three (53) Interest Periods may be in effect with respect to outstanding LIBOR Rate Loans at any one time.
(i) The maximum amount of Libor Rate Loans outstanding at any one time shall not exceed fifty percent (50%) of the aggregate Loan Limit.
Appears in 1 contract
Samples: Exhibit a Special Provisions (Plymouth Rubber Co Inc)
