Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including the Maturity Date, each Lender severally agrees to make Advances (“Advances”) to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lender’s Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a). (b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. (c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account. (d) Anything in paragraph (b) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6. (e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note. (f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s first notification thereof. (g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 11 contracts
Samples: Credit Agreement (American States Water Co), Credit Agreement (American States Water Co), Credit Agreement (American States Water Co)
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, each Bank shall, at any time and from time to time on any Banking Day during the period from the Closing Date to but not including through the Maturity DateDate applicable to such Bank, each Lender severally agrees according to its Pro Rata Share of the Commitment, make Advances (“Advances”) to Borrower the Borrowers under the Revolving Facility Commitment in such amounts in Dollars or in the Alternative Currency as Borrower the Borrowers may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does that do not exceed in the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lenderaggregate at any one time outstanding the amount of that Bank’s Pro Rata Share of Revolving Credit Facility Usage does the Commitment; provided that, giving effect to the Loan of which such Advance is a part, (i) the Total Outstandings shall not exceed such Lender’s the Commitment and (ii) the sum of all Advances then outstanding plus the face amount of all Letters of Credit then outstanding plus the sum of all unreimbursed drawings under Letters of Credit shall not exceed the Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment in effect from time to time and subject Subject to the foregoinglimitations set forth herein, Borrower the Borrowers may borrow and repay under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a)the Commitment without premium or penalty.
(b) Subject to the next sentence, each Borrowing Loan under this Section 2.1 shall be made pursuant to a Request for Borrowing Loan which shall specify the requested (i) the date of such requested BorrowingLoan, (ii) the Type type of Advances comprising such BorrowingLoan, (iii) the amount of such Borrowing, Loan and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Interest Period thereforfor such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower the Borrowers to the contrary not less than three (3) days prior to the date of any Borrowingcontrary, a Borrowing Loan may be requested by telephone by a Responsible Official Senior Officer of the applicable Borrower, in which case such Borrower shall promptly confirm such request by promptly delivering transmitting a telecopy of, or at the Administrative Agent’s request by mailing, a Request for Borrowing (Loan executed by a Senior Officer of such Borrower conforming to the preceding sentence) in person or by telecopier sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for BorrowingLoan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Lender Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier (and if by telephone, promptly confirmed by telecopierthe method of notice shall be at the Administrative Agent’s option) of the date and type of the requested BorrowingLoan, the Type of Advances comprising such Borrowing, the Eurodollar applicable Interest Period (if applicable), and the amount corresponding to of that LenderBank’s ratable share Pro Rata Share of the BorrowingLoan. Not later than 1:00 2:00 p.m., California New York time, on the date specified for any Borrowing (which must be a Banking Day)Loan subject to the provisions of Sections 2.2 and 2.3, each Lender Bank shall make its ratable share Pro Rata Share of the Borrowing Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver fulfillment of the applicable conditions set forth in Article 88 and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph (b) above to Each Loan under the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount Commitment shall be in an integral multiple a minimum amount of $100,000)2,000,000 (or €2,000,000, provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount applicable borrowing is in Euros) and multiples of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be or €1,000,000, as applicable, in an integral multiple excess of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6that amount.
(e) The If so requested by any Bank by written notice to the Company (with a copy to the Administrative Agent) at least two Banking Days prior to the Closing Date or at any time thereafter, each Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 13.9) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Company’s receipt of such notice) a promissory note or promissory notes to evidence such Bank’s Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note.Pro Rata Share of the Commitment, substantially in the form of Exhibit B.
(f) A Request for Borrowing Loan shall be irrevocable upon the Administrative Agent’s first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 3 contracts
Samples: Credit Agreement (Amgen Inc), Credit Agreement (Amgen Inc), Credit Agreement (Amgen Inc)
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including the Maturity Date, each Lender severally agrees to make Advances (“"Advances”") to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lender’s 's Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s 's Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s 's ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s 's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph (b) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s 's Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s 's first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 3 contracts
Samples: Credit Agreement (American States Water Co), Credit Agreement (American States Water Co), Credit Agreement (American States Water Co)
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, each Bank shall, at any time and from time to time on any Banking Day during the period from the Closing Date to but not including through the Maturity DateDate applicable to such Bank, each Lender severally agrees according to its Pro Rata Share of the Commitment, make Advances (“Advances”) to Borrower the Borrowers under the Revolving Facility Commitment in such amounts in Dollars or in the Alternative Currency as Borrower the Borrowers may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does that do not exceed in the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lenderaggregate at any one time outstanding the amount of that Bank’s Pro Rata Share of Revolving Credit Facility Usage does the Commitment; provided that, giving effect to the Loan of which such Advance is a part, (i) the Total Outstandings shall not exceed such Lender’s the Commitment and (ii) the sum of all Advances then outstanding plus the face amount of all Letters of Credit then outstanding plus the sum of all unreimbursed drawings under Letters of Credit shall not exceed the Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment in effect from time to time and subject Subject to the foregoinglimitations set forth herein, Borrower the Borrowers may borrow and repay under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a)the Commitment without premium or penalty.
(b) Subject to the next sentence, each Borrowing Loan under this Section 2.1 shall be made pursuant to a Request for Borrowing Loan which shall specify the requested (i) the date of such requested BorrowingLoan, (ii) the Type type of Advances comprising such BorrowingLoan, (iii) the amount of such Borrowing, Loan and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Interest Period thereforfor such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower the Borrowers to the contrary not less than three (3) days prior to the date of any Borrowingcontrary, a Borrowing Loan may be requested by telephone by a Responsible Official Senior Officer of the applicable Borrower, in which case such Borrower shall promptly confirm such request by promptly delivering transmitting a telecopy or other electronic communication of, or at the Administrative Agent’s request by mailing, a Request for Borrowing (Loan executed by a Senior Officer of such Borrower conforming to the preceding sentence) in person or by telecopier sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for BorrowingLoan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Lender Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier or other electronic communication (and if by telephone, promptly confirmed by telecopierthe method of notice shall be at the Administrative Agent’s option) of the date and type of the requested BorrowingLoan, the Type of Advances comprising such Borrowing, the Eurodollar applicable Interest Period (if applicable), and the amount corresponding to of that LenderBank’s ratable share Pro Rata Share of the BorrowingLoan. Not later than 1:00 2:00 p.m., California New York time, on the date specified for any Borrowing (which must be a Banking Day)Loan subject to the provisions of Sections 2.2 and 2.3, each Lender Bank shall make its ratable share Pro Rata Share of the Borrowing Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver fulfillment of the applicable conditions set forth in Article 88 and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph (b) above to Each Loan under the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount Commitment shall be in an integral multiple a minimum amount of $100,000)2,000,000 (or €2,000,000, provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount applicable borrowing is in Euros) and multiples of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be or €1,000,000, as applicable, in an integral multiple excess of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6that amount.
(e) The If so requested by any Bank by written notice to the Company (with a copy to the Administrative Agent) at least two Banking Days prior to the Closing Date or at any time thereafter, each Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 13.9) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Company’s receipt of such notice) a promissory note or promissory notes to evidence such Bank’s Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note.Pro Rata Share of the Commitment, substantially in the form of Exhibit B.
(f) A Request for Borrowing Loan shall be irrevocable upon the Administrative Agent’s first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 2 contracts
Samples: Credit Agreement (Amgen Inc), Credit Agreement (Amgen Inc)
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including the Maturity Date, each Lender severally agrees to make Advances (“Advances”) to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such LenderXxxxxx’s Pro Rata Share of Revolving Credit Facility Usage does not exceed such LenderXxxxxx’s Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each LenderXxxxxx’s Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of BorrowerXxxxxxxx, and Borrower Xxxxxxxx hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph (b) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that LenderXxxxxx’s Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower Xxxxxxxx and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 1 contract
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including through the Maturity Date, each Lender severally agrees to make Advances (“"Advances”") to Borrower under the Revolving -------- Facility in such amounts as Borrower may request provided that, after -------- ---- giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lender’s 's Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s 's Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Advances pursuant to Section -------------- ------- 3.1 and reborrow under this Section 2.1(a).. --- --------------
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s 's ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s 's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be --------- credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph (b) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), provided that -------- the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5hereunder, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000100,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section ------- 2.4, 3.5 or 3.6.. --- --- ---
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s 's Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s 's first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon --------- fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 1 contract
Samples: Credit Agreement (West Marine Inc)
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including the Maturity Date, each Lender severally agrees to make Advances (“"Advances”") to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lender’s 's Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s 's Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a2.1 (a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a2.1 (a).
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s 's ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s 's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph (b) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s 's Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s 's first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 1 contract
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including through the Revolving Facility Maturity Date, each relevant Lender severally agrees to make Advances (“"Revolving Advances”") to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each relevant Lender, such Lender’s 's Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s 's Revolving Commitment. All Revolving Advances shall be made by the Lenders ratably according to their respective Revolving Commitments. Within the limits of each Lender’s 's Revolving Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Revolving Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the terms and conditions set forth in this Agreement, each relevant Lender severally agrees to make an Advance (collectively, the "Term Advances") to Borrower on the Closing Date in an aggregate amount not to exceed such Lender's Term Commitment, and, as to all Lenders, in an aggregate amount not to exceed $26,000,000. All Term Advances shall be made by the Lenders ratably according to their respective Term Commitments. Term Advances once repaid may not be reborrowed.
(c) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) the Type of Advances comprising such Borrowing, (iiiiv) the amount of such Borrowing, and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Facility under which such Borrowing is to be made, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s 's ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s 's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Anything in paragraph (bc) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 100,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,00050,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving any Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5thereunder, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000250,000) or (ii) if the obligation of the relevant Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(ef) The Advances made by each Lender under its Revolving Commitment shall be evidenced by that Lender’s 's Revolving Note. The Advances made by each Lender under its Term Commitment shall be evidenced by that Lender's Term Note.
(fg) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s 's first notification thereof.
(gh) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8, and, if applicable, Section 2.1(d). Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 1 contract
Advances-General.
(a) Subject to the terms and conditions set forth in this Agreement, from time each 18-Month Tranche Bank shall, severally and not jointly, make 18-Month Tranche Advances to time the Borrower on the Funding Date occurring on or prior to the last day of the Certain Funds Period in an amount equal to its ratable share (based on the Banks’ 18-Month Tranche Commitments) of the Loan requested hereunder by the Borrower, which amount in any Banking Day during the period from the Closing Date to but not including the Maturity Date, each Lender severally agrees to make Advances (“Advances”) to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lender’s Pro Rata Share of Revolving Credit Facility Usage does case shall not exceed such LenderBank’s Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 18-Month Tranche Commitment in effect from time to time and subject immediately prior to the foregoing, Borrower may borrow making of such 18-Month Tranche Advance. Advances borrowed under this Section 2.1(a)) and repaid or prepaid may not be reborrowed.
(b) Subject to the terms and conditions set forth in this Agreement, prepay each 3-Year Tranche Bank shall, severally and not jointly, make 3-Year Tranche Advances pursuant to Section 3.1 and reborrow the Borrower on the Funding Date occurring on or prior to the last day of the Certain Funds Period in an amount equal to its ratable share (based on the Banks’ 3-Year Tranche Commitments) of the Loan requested hereunder by the Borrower, which amount in any case shall not exceed such Bank’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Advances borrowed under this Section 2.1(a)2.1(b) and repaid or prepaid may not be reborrowed.
(bc) Subject to the next sentence, each Borrowing Loan under this Section 2.1 shall be made pursuant to a Request for Borrowing Loan which shall specify the requested (i) the date of such requested BorrowingLoan, (ii) the Type of Advances comprising such BorrowingLoan, (iii) the amount of such BorrowingLoan, (iv) Tranche of such Loan and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Interest Period thereforfor such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, the Borrower to the contrary not less than three (3) days prior to the date of any Borrowingcontrary, a Borrowing Loan may be requested by telephone by a Responsible Official Senior Officer of the Borrower, in which case the Borrower shall promptly confirm such request by promptly delivering transmitting a telecopy or other electronic communication of, or at the Administrative Agent’s request by mailing, a Request for Borrowing (Loan executed by a Senior Officer of the Borrower conforming to the preceding sentence) in person or by telecopier sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for BorrowingLoan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Lender Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier or other electronic communication (and if by telephone, promptly confirmed by telecopierthe method of notice shall be at the Administrative Agent’s option) of the date and type of the requested BorrowingLoan, the Type of Advances comprising such Borrowing, the Eurodollar applicable Interest Period (if applicable), and the amount corresponding to of that LenderBank’s ratable share (based on the Banks’ Commitments) of the BorrowingLoan. Not later than 1:00 2:00 p.m., California New York time, on the date specified for any Borrowing (which must be a Banking Day)Loan, subject to the provisions of Sections 2.2 and 2.3, each Lender Bank shall make its ratable share (based on the Banks’ Commitments) of the Borrowing Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver fulfillment of the applicable conditions set forth in Article 88 and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Anything in paragraph (b) above to Each Loan under the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount Commitments shall be in an integral multiple a minimum amount of $100,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount 2,000,000 and multiples of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple excess of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Noteamount.
(f) If so requested by any Bank by written notice to the Borrower (with a copy to the Administrative Agent) at least two Banking Days prior to the Funding Date or at any time thereafter, the Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 11.9) on the Funding Date (or, if such notice is delivered after the Funding Date, promptly after the Borrower’s receipt of such notice) a promissory note or promissory notes to evidence such Bank’s Advances under its Commitment, substantially in the form of Exhibit B.
(g) A Request for Borrowing Loan shall be irrevocable upon the Administrative Agent’s first notification thereof.
(gh) In connection with the use, administration, adoption or implementation of Adjusted Term SOFR, the Administrative Agent and the Borrower will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent, on behalf Agent will promptly notify the Banks of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds effectiveness of any Borrowing consisting Successor Rate Conforming Changes in connection with the use or administration of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such BorrowingsAdjusted Term SOFR.
Appears in 1 contract
Samples: Term Loan Credit Agreement
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including through the Maturity Date, each Lender severally agrees to make Advances (“Advances”) to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Facility Amount and (ii) as to each Lender, such Lender’s Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar LIBOR Rate Advances, the Eurodollar LIBOR Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone telephone, telecopier or telecopier electronic mail (and if by telephone, promptly confirmed by telecopiertelecopier or electronic mail) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar LIBOR Period (if applicable), and the amount corresponding to that Lender’s ratable share of the Borrowing. Not later than 1:00 p.m.12:00 noon, California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon Upon, and subject to, satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph subsection (bc) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 100,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,00050,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5thereunder, or (b) elect Eurodollar LIBOR Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000100,000) or (ii) if the obligation of the Lenders to make Eurodollar LIBOR Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8, and, if applicable, Section 2.1(d). Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar LIBOR Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar LIBOR Period for such Borrowings.
Appears in 1 contract
Samples: Credit Agreement (Keystone Automotive Industries Inc)
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to up to, but not including the Maturity Date, each Lender severally agrees to make Advances (“Advances”) advances in Dollars to Borrower under the Revolving Facility in such amounts as Borrower may request or be deemed to have requested hereunder (each an “Advance” and collectively, the “Advances”) provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount minus the then applicable Aggregate Availability Reserve Amount at such time and (ii) as to each Lender, such Lender’s Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s CommitmentCommitment minus such Lender’s Pro Rata Share of the then applicable Aggregate Availability Reserve Amount at such time. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit AccountAccount or remitted directly to one or more third parties, as directed by Borrower in writing and approved by the Administrative Agent.
(d) Anything in paragraph (b) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), ; provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5hereunder, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000100,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower in writing and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
Appears in 1 contract
Samples: Credit Agreement (West Marine Inc)
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time each 18-Month Tranche Bank shall, severally and not jointly, make 18-Month Tranche Advances to time the Borrower on the Funding Date occurring on or prior to the last day of the Certain Funds Period in an amount equal to its ratable share (based on the Banks’ 18-Month Tranche Commitments) of the Loan requested hereunder by the Borrower, which amount in any Banking Day during the period from the Closing Date to but not including the Maturity Date, each Lender severally agrees to make Advances (“Advances”) to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lender’s Pro Rata Share of Revolving Credit Facility Usage does case shall not exceed such LenderBank’s Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 18-Month Tranche Commitment in effect from time to time and subject immediately prior to the foregoing, Borrower may borrow making of such 18-Month Tranche Advance. Advances borrowed under this Section 2.1(a), prepay Advances pursuant to Section 3.1 ) and reborrow under this Section 2.1(a)repaid or prepaid may not be reborrowed.
(b) Subject to the terms and conditions set forth in this Agreement, each 3-Year Tranche Bank shall, severally and not jointly, make 3-Year Tranche Advances to the Borrower on the Funding Date occurring on or prior to the last day of the Certain Funds Period in an amount equal to its ratable share (based on the Banks’ 3-Year Tranche Commitments) of the Loan requested hereunder by the Borrower, which amount in any case shall not exceed such Bank’s 3-Year Tranche Commitment immediately prior to the making of such 3-Year Tranche Advance. Advances borrowed under this Section 2.1(b) and repaid or prepaid may not be reborrowed.
(c) Subject to the next sentence, each Borrowing Loan under this Section 2.1 shall be made pursuant to a Request for Borrowing Loan which shall specify the requested (i) the date of such requested BorrowingLoan, (ii) the Type of Advances comprising such BorrowingLoan, (iii) the amount of such BorrowingLoan, (iv) Tranche of such Loan and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Interest Period thereforfor such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, the Borrower to the contrary not less than three (3) days prior to the date of any Borrowingcontrary, a Borrowing Loan may be requested by telephone by a Responsible Official Senior Officer of the Borrower, in which case the Borrower shall promptly confirm such request by promptly delivering transmitting a telecopy or other electronic communication of, or at the Administrative Agent’s request by mailing, a Request for Borrowing (Loan executed by a Senior Officer of the Borrower conforming to the preceding sentence) in person or by telecopier sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for BorrowingLoan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Lender Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier or other electronic communication (and if by telephone, promptly confirmed by telecopierthe method of notice shall be at the Administrative Agent’s option) of the date and type of the requested BorrowingLoan, the Type of Advances comprising such Borrowing, the Eurodollar applicable Interest Period (if applicable), and the amount corresponding to of that LenderBank’s ratable share (based on the Banks’ Commitments) of the BorrowingLoan. Not later than 1:00 2:00 p.m., California New York time, on the date specified for any Borrowing (which must be a Banking Day)Loan, subject to the provisions of Sections 2.2 and 2.3, each Lender Bank shall make its ratable share (based on the Banks’ Commitments) of the Borrowing Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver fulfillment of the applicable conditions set forth in Article 88 and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Anything in paragraph (b) above to Each Loan under the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount Commitments shall be in an integral multiple a minimum amount of $100,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount 2,000,000 and multiples of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple excess of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Noteamount.
(f) If so requested by any Bank by written notice to the Borrower (with a copy to the Administrative Agent) at least two Banking Days prior to the Funding Date or at any time thereafter, the Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 11.9) on the Funding Date (or, if such notice is delivered after the Funding Date, promptly after the Borrower’s receipt of such notice) a promissory note or promissory notes to evidence such Bank’s Advances under its Commitment, substantially in the form of Exhibit B.
(g) A Request for Borrowing Loan shall be irrevocable upon the Administrative Agent’s first notification thereof.
(gh) In connection with the use, administration, adoption or implementation of Adjusted Term SOFR, the Administrative Agent and the Borrower will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent, on behalf Agent will promptly notify the Banks of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds effectiveness of any Borrowing consisting Successor Rate Conforming Changes in connection with the use or administration of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such BorrowingsAdjusted Term SOFR.
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Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to up to, but not including the Maturity Date, each Lender severally agrees to make Advances (“Advances”) advances in Dollars to Borrower under the Revolving Facility in such amounts as Borrower may request or be deemed to have requested hereunder (each an “Advance” and collectively, the “Advances”) provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lender’s Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit AccountAccount or remitted directly to one or more third parties, as directed by Borrower in writing and approved by the Administrative Agent.
(d) Anything in paragraph (b) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), ; provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5hereunder, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000100,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower in writing and approved by the Administrative AgentAgent (such approval not to be unreasonably withheld). The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
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Samples: Credit Agreement (West Marine Inc)
Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including through the Revolving Facility Maturity Date, each Lender having a Revolving Commitment severally agrees to make Revolving Advances (“Advances”) to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to any such AdvancesRevolving Advance, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount Amount, and (ii) as to each Lender, such Lender’s Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s Revolving Commitment. All Revolving Advances shall be made by the Lenders ratably according to their respective Revolving Commitments. Within the limits of each Lender’s Revolving Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Revolving Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar LIBOR Rate Advances, the Eurodollar LIBOR Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier facsimile to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone telephone, facsimile or telecopier electronic mail (and if by telephone, promptly confirmed by telecopierfacsimile or electronic mail) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar LIBOR Period (if applicable), and the amount corresponding to that Lender’s ratable share of the Borrowing. Not Provided the Administrative Agent shall have complied with the foregoing sentence not later than 1:00 p.m., p.m. California time, time on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon Upon, and subject to, satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph subsection (bc) above to the contrary notwithstanding, Borrower may not (ai) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 100,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,00050,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Revolving Advances hereunder or Advances pursuant to Section 2.5thereunder, or (bii) elect Eurodollar LIBOR Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000250,000) or (ii) if the obligation of the relevant Lenders to make Eurodollar LIBOR Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Revolving Commitment shall be evidenced by that Lender’s Revolving Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8, and, if applicable, Section 2.1(d). Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar LIBOR Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar LIBOR Period for such Borrowings.
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Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including through the Revolving Facility Maturity Date, each relevant Lender severally agrees to make Advances (“Revolving Advances”) to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each relevant Lender, such Lender’s Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s Revolving Commitment. All Revolving Advances shall be made by the Lenders ratably according to their respective Revolving Commitments. Within the limits of each Lender’s 's Revolving Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Revolving Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the terms and conditions set forth in this Agreement, each relevant Lender severally agrees to make an Advance (collectively, the “Term Advances”) to Borrower on the Closing Date in an aggregate amount not to exceed such Lender’s Term Commitment, and, as to all Lenders, in an aggregate amount not to exceed $10,639,021. All Term Advances shall be made by the Lenders ratably according to their respective Term Commitments. Term Advances once repaid may not be reborrowed.
(c) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) the Type of Advances comprising such Borrowing, (iiiiv) the amount of such Borrowing, and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowingcontrary, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(cd) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Facility under which such Borrowing is to be made, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(de) Anything in paragraph (bc) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 100,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), provided that the foregoing minimum amount shall not apply to an Alternate a Base Rate Advance that causes the aggregate amount borrowed under the Revolving any Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5thereunder, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000) 250,000), provided that the foregoing minimum amount shall not apply to a Eurodollar Rate Advance that causes the aggregate amount borrowed under any Facility to equal the full amount available for Advances thereunder or (ii) if the obligation of the relevant Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(ef) The Advances made by each Lender under its Revolving Commitment shall be evidenced by that Lender’s Revolving Note. The Advances made by each Lender under its Term Commitment shall be evidenced by that Lender’s Term Note.
(fg) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s 's first notification thereof.
(gh) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8, and, if applicable, Section 2.1(d). Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such BorrowingsBorrowing.
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Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, from time to time on any Banking Day during the period from the Closing Date to but not including through the Maturity Date, each Lender severally agrees to make Advances (“"Advances”") to Borrower under the Revolving Facility in such amounts as Borrower may request provided that, after giving effect to such Advances, (i) Revolving Credit Facility Usage does not exceed the Maximum Revolving Credit Amount and (ii) as to each Lender, such Lender’s 's Pro Rata Share of Revolving Credit Facility Usage does not exceed such Lender’s 's Commitment. All Advances shall be made by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s 's Commitment in effect from time to time and subject to the foregoing, Borrower may borrow under this Section 2.1(a), prepay Advances pursuant to Section 3.1 and reborrow under this Section 2.1(a).
(b) Subject to the next sentence, each Borrowing shall be made pursuant to a Request for Borrowing which shall specify (i) the date of such requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the Eurodollar Period therefor. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrower to the contrary not less than three (3) days prior to the date of any Borrowing, a Borrowing may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Borrowing (conforming to the preceding sentence) in person or by telecopier to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a Borrowing purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
(c) Promptly following receipt of a Request for Borrowing, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date of the requested Borrowing, the Type of Advances comprising such Borrowing, the Eurodollar Period (if applicable), and the amount corresponding to that Lender’s 's ratable share of the Borrowing. Not later than 1:00 p.m., California time, on the date specified for any Borrowing (which must be a Banking Day), each Lender shall make its ratable share of the Borrowing in immediately available funds available to the Administrative Agent at the Administrative Agent’s 's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
(d) Anything in paragraph (b) above to the contrary notwithstanding, Borrower may not (a) request Alternate Base Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $100,000), provided that the foregoing minimum amount shall not apply to an Alternate Base Rate Advance that causes the aggregate amount borrowed under the Revolving Facility to equal the full amount available for Advances hereunder or Advances pursuant to Section 2.5, or (b) elect Eurodollar Rate Advances for any Borrowing (i) if the aggregate amount of such Borrowing is less than $1,000,000 (and any such Borrowing exceeding such minimum amount shall be in an integral multiple of $500,000) or (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.4, 3.5 or 3.6.
(e) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s 's Note.
(f) A Request for Borrowing shall be irrevocable upon the Administrative Agent’s 's first notification thereof.
(g) The Administrative Agent, on behalf of the Lenders, is hereby authorized to make Borrowings available to Borrower upon fulfillment of the applicable conditions set forth in Article 8. Upon fulfillment of such applicable conditions, the proceeds of Borrowings shall either be credited in immediately available funds to the Designated Deposit Account or remitted directly to one or more third parties, as directed by Borrower and approved by the Administrative Agent. The proceeds of any Borrowing consisting of Eurodollar Rate Advances shall be so credited or remitted on the first day of the applicable Eurodollar Period for such Borrowings.
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